Indemnification of Underwriters. The Bank agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405 under the Securities Act, its and their partners, directors and officers and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Information), any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; and (iii) against any and all reasonable expense whatsoever, (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) below), incurred, in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified Disclosure.
Appears in 12 contracts
Sources: Underwriting Agreement (Westpac Banking Corp), Underwriting Agreement (Westpac Banking Corp), Underwriting Agreement (Westpac Banking Corp)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 12 contracts
Sources: Underwriting Agreement (Inovio Pharmaceuticals, Inc.), Underwriting Agreement (Inovio Pharmaceuticals, Inc.), Underwriting Agreement (Catalyst Pharmaceuticals, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405 under the Securities Act, its and their partners, directors and officers and each person, if any, who controls an such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(i) and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and against any and all losslosses, liabilityclaims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, damage and expense whatsoeveror are based upon, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration StatementStatement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, the Prospectus, any road show as amended or supplemented, any Issuer Free Writing Prospectus defined in Rule 433(h) under the Act (when taken together with the Time of Sale Information), any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the a “Indemnified Disclosureroad show”), the Prospectus or the any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading;
(ii) against any and all loss, liabilityexcept insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or investigation or proceeding by any governmental agency or bodyare based upon, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; and
(iii) against any and all reasonable expense whatsoever, (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) below), incurred, in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Bank Company in writing by any such Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in the Indemnified Disclosureparagraph (b) below.
Appears in 7 contracts
Sources: Underwriting Agreement (Reinvent Technology Partners X), Underwriting Agreement (Reinvent Technology Partners Y), Underwriting Agreement (Reinvent Technology Partners Y)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereto), including the ProspectusRule 430A Information, as amended or supplementedthe omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (when taken together or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the Time approval of, the Company in connection with the marketing of Sale Informationthe offing of the Securities (“Marketing Materials”), including any Additional Information road show or investor presentation made to investors by the Company (when taken together with the Time of Sale Information) whether in person or any Time of Sale Information (collectively, the “Indemnified Disclosure”electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished the Underwriter Information. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureCompany may otherwise have.
Appears in 7 contracts
Sources: Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.)
Indemnification of Underwriters. The Bank agrees to Company will indemnify and hold harmless each Underwriter, its affiliatesofficers, as such term is defined in Rule 405 under the Securities Actemployees, its and their agents, partners, members, directors and officers its affiliates, and each person, if any, who controls an such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as follows:
such losses, claims, damages or liabilities (or actions in respect thereof) (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration StatementStatement as of any time, any Statutory Prospectus as of any time, the Prospectus, as amended Final Prospectus or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Information), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”Limited Use Issuer Free Writing Prospectus), or any amendment or supplement thereto or (ii) arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus (including any Limited Use Issuer Free Writing Prospectus) or any amendment or supplement thereto, the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against , and will reimburse each Indemnified Party for any and all legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such loss, liability, claim, damage and expense whatsoeverdamage, liability or action as such expenses are incurred; provided, to however, that the extent of the aggregate amount paid Company will not be liable in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; and
(iii) against any and all reasonable expense whatsoever, (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) below), incurred, in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising liability arises out of any or is based upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance upon and in conformity with written information furnished to the Bank Company by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in the Indemnified Disclosuresubsection (b) below.
Appears in 7 contracts
Sources: Underwriting Agreement (American Tower Corp /Ma/), Underwriting Agreement (American Tower Corp /Ma/), Underwriting Agreement (American Tower Corp /Ma/)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any roadshow or investor presentations made to investors by the Company (whether in person or electronically) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 6 contracts
Sources: Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the BankCompany; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clauses (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 6 contracts
Sources: Underwriting Agreement (Triton International LTD), Underwriting Agreement (Textainer Group Holdings LTD), Underwriting Agreement (Triton International LTD)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors and officers, its affiliates (as such term is defined in Rule 405 under 501(b) of the Securities Act1933 Act Regulations (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430B Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering of the Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the BankCompany; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 4 contracts
Sources: Underwriting Agreement (ProQR Therapeutics N.V.), Underwriting Agreement (ProQR Therapeutics N.V.), Underwriting Agreement (ProQR Therapeutics N.V.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the BankCompany; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any preliminary prospectus, Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 4 contracts
Sources: Underwriting Agreement (Tarsus Pharmaceuticals, Inc.), Underwriting Agreement (Tarsus Pharmaceuticals, Inc.), Underwriting Agreement (Tarsus Pharmaceuticals, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 4 contracts
Sources: Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Kennedy-Wilson Holdings, Inc.), Underwriting Agreement (Kennedy-Wilson Holdings, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable reasonably documented expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of one counsel (in addition to local counsel) chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 4 contracts
Sources: Underwriting Agreement (Ascendis Pharma a/S), Underwriting Agreement (Ascendis Pharma a/S), Underwriting Agreement (Ascendis Pharma a/S)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 4 contracts
Sources: Underwriting Agreement (MeiraGTx Holdings PLC), Underwriting Agreement (Vapotherm Inc), Underwriting Agreement (Focus Financial Partners Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its selling agents, officers and their partners, directors and officers and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing the Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing the Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 4 contracts
Sources: Underwriting Agreement (National Australia Bank LTD), Underwriting Agreement (Great Western Bancorp, Inc.), Underwriting Agreement (National Australia Bank LTD)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”) not constituting an Issuer Free Writing Prospectus, including any “roadshow” (as defined in Rule 433 under the ▇▇▇▇ ▇▇▇) or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Shareholder;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable documented fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Underwriters), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (VWR Corp), Underwriting Agreement (VWR Corp), Underwriting Agreement (VWR Corp)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby ▇▇▇▇▇▇▇ ▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (Endologix Inc /De/), Underwriting Agreement (CorEnergy Infrastructure Trust, Inc.), Underwriting Agreement (CorEnergy Infrastructure Trust, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with information deemed to be a part thereof pursuant to the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (HOOKIPA Pharma Inc.), Underwriting Agreement (HOOKIPA Pharma Inc.), Underwriting Agreement (HOOKIPA Pharma Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus prepared or authorized by the Company, any Written Testing-the-Waters Communication prepared or authorized by the Company, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow (as defined in Rule 433(h) under the 1933 Act) or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus prepared or authorized by the Company, any Written Testing-the-Waters Communication prepared or authorized by the Company, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any Marketing Materials or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (Vaxcyte, Inc.), Underwriting Agreement (Vaxcyte, Inc.), Underwriting Agreement (Vaxcyte, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors, officers and employees, its affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Shareholders;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby Barclays and ▇▇▇▇▇▇▇ ▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (FleetMatics Group PLC), Underwriting Agreement (FleetMatics Group PLC), Underwriting Agreement (FleetMatics Group PLC)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (Vincerx Pharma, Inc.), Underwriting Agreement (Arqule Inc), Underwriting Agreement (Vericel Corp)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (National Health Investors Inc), Underwriting Agreement (National Health Investors Inc), Underwriting Agreement (National Health Investors Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (PROCEPT BioRobotics Corp), Underwriting Agreement (Homology Medicines, Inc.), Underwriting Agreement (resTORbio, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Rule 430B Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Notes (the “Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the BankCompany; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of one separate firm of counsel (other than local counsel) chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Bank Company by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureRegistration Statement (or any amendment thereto), including any information deemed to be part thereof pursuant to Rule 430B, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).
Appears in 3 contracts
Sources: Underwriting Agreement (Office Properties Income Trust), Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Government Properties Income Trust)
Indemnification of Underwriters. The Bank agrees THL Entities, jointly and severally, agree to indemnify and hold harmless each Underwriter, its directors, officers, and employees, its affiliates, as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”), its and their partnersselling agents, directors and officers and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional including the Rule 430C Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, the General Disclosure Package, the Prospectus or any prospectus wrapper (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Notes (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, General Disclosure Package, Prospectus, or in any Marketing Materials therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the BankCompany or THL Advisors, as applicable; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby ▇▇▇▇▇ ▇▇▇▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430C Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (THL Credit, Inc.), Underwriting Agreement (THL Credit, Inc.), Underwriting Agreement (THL Credit, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Shareholders;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Underwriters), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an 22 “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Shareholders;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Underwriters), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an such Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package (or any part thereof), the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package (or any part thereof) or the Prospectus (or any amendment or supplement thereto), or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the BankCompany; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable and documented fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Underwriters), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package (or any part thereof) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (Intercept Pharmaceuticals, Inc.), Underwriting Agreement (Intercept Pharmaceuticals, Inc.), Underwriting Agreement (Intercept Pharmaceuticals Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable reasonably incurred and documented expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of one counsel (in addition to local counsel) chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 3 contracts
Sources: Underwriting Agreement (Ascendis Pharma a/S), Underwriting Agreement (Ascendis Pharma a/S), Underwriting Agreement (Ascendis Pharma a/S)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Femasys Inc), Underwriting Agreement (Ocugen, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable reasonably documented expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of one counsel (in addition to any local counsel) chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any preliminary prospectus, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Audentes Therapeutics, Inc.), Underwriting Agreement (Audentes Therapeutics, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partnersselling agents, directors and officers its directors, its officers, its employees and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430B Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished the Underwriter Information or the Selling Shareholder Information. Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, such indemnity agreement is subject to the Bank by any Underwriter through undertaking of the Representatives expressly for use Company in the Indemnified DisclosureRegistration Statement under Item 7 of Form F-3 thereof.
Appears in 2 contracts
Sources: Underwriting Agreement (Oaktree Capital Group Holdings GP, LLC), Underwriting Agreement (TORM PLC)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a party thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable documented expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of one counsel (in addition to local counsel) chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Prothena Corp PLC), Underwriting Agreement (Prothena Corp PLC)
Indemnification of Underwriters. The Bank Each of the Transaction Entities, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials, as the case may be, of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided provided, that (subject to Section 6(d7(d) below) any such settlement is effected with the prior written consent of the BankTransaction Entities; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or in any preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), in each case in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Safety, Income & Growth, Inc.), Underwriting Agreement (Safety, Income & Growth, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Geron Corp), Underwriting Agreement (Geron Corp)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, including the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, including the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby M▇▇▇▇▇▇ L▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Home Properties Inc), Underwriting Agreement (Home Properties Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and reasonable and documented expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished the Underwriter Information; and provided further, that the Company shall not be required to indemnify and hold harmless any Underwriter or Affiliate with respect to any loss, liability, claim, damage and expenses incurred by it that are judicially determined to have resulted from the fraud, gross negligence, willful misconduct or bad faith of such Underwriter or Affiliate or the breach of this Agreement or any obligations of confidentiality owed to the Bank Company, and in any such event, any expenses advanced by any the Company to such Underwriter through the Representatives expressly for use in the Indemnified Disclosureor Affiliate shall be reimbursed.
Appears in 2 contracts
Sources: Underwriting Agreement (A2z Cust2mate Solutions Corp.), Underwriting Agreement (A2z Cust2mate Solutions Corp.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405 under the Securities Act, its and their partners, directors and officers and each person, if any, who controls an such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(ithe “Underwriter Entities”) and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and against any and all losslosses, liabilityclaims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that (i) arise out of, damage and expense whatsoeveror are based upon, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration StatementStatement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, the Prospectus, as amended any road show, the Prospectus or supplementedany amendment or supplement thereto, or any Testing-the-Waters Communication; (ii) arise out of, or are based upon, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Information), any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading;
(ii) against any and all loss, liabilityexcept insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or investigation or proceeding by any governmental agency or bodyare based upon, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; and
(iii) against any and all reasonable expense whatsoever, (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) below), incurred, in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Bank Company in writing by any such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) below; or (iii) related to, arising out of, or in connection with the Indemnified DisclosureDirected Unit Program, except that this clause (iii) shall not apply to the extent that such loss, claim, damage or liability is finally judicially determined to have resulted primarily from the fraud, gross negligence or willful misconduct of the Underwriter Entities.
Appears in 2 contracts
Sources: Underwriting Agreement (Liberty Media Acquisition Corp), Underwriting Agreement (Liberty Media Acquisition Corp)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as reasonably incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen by BofA); provided, however, that the Company shall not be liable for more than one separate counsel for all Underwriters (in accordance with Section 6(c) belowaddition to local counsel), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Janux Therapeutics, Inc.), Underwriting Agreement (Janux Therapeutics, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)) of each Underwriter, its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby BofA), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Summit Healthcare Acquisition Corp.), Underwriting Agreement (Summit Healthcare Acquisition Corp.)
Indemnification of Underwriters. The Bank agrees Company and Yield, LLC, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”) not constituting an Issuer Free Writing Prospectus, including any “roadshow” (as defined in Rule 433 under the ▇▇▇▇ ▇▇▇) or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen by the Representative in accordance with Section 6(cparagraph (c) below), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (NRG Yield, Inc.), Underwriting Agreement (NRG Yield, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Aar Corp), Underwriting Agreement (RAIT Financial Trust)
Indemnification of Underwriters. The Bank Each of the Transaction Entities, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoeverwhatsoever (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in (A) any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Operating Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Operating Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials, as the case may be, of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever whatsoever, in each case arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided provided, that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the BankTransaction Entities; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), in each case in reliance upon upon, and in conformity with written information furnished to with, the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, its and their partnersan “Affiliate”)), directors and officers and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoeverreasonable and documented expense, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoeverreasonable and documented expense, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoeverexpense, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto), any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, or any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Fortegra Group, Inc), Underwriting Agreement (Fortegra Group, LLC)
Indemnification of Underwriters. The Bank Each of the Partnership Parties agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 under 501(b) of the Securities Act1933 Act Regulations (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Partnership in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Partnership (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andPartnership;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby ▇▇▇▇▇▇▇ ▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (OCI Partners LP), Underwriting Agreement (OCI Partners LP)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities ActAct (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in the preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in the preliminary prospectus, any Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Cue Biopharma, Inc.), Underwriting Agreement (Cue Biopharma, Inc.)
Indemnification of Underwriters. The Bank Each of the Transaction Entities, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoeverwhatsoever (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in (A) any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials, as the case may be, of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever whatsoever, in each case arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided provided, that (subject to Section 6(d7(d) below) any such settlement is effected with the prior written consent of the BankTransaction Entities; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), in each case in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus Statement (when taken together with the Time of Sale Information), any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectivelyamendment thereto) , the “Indemnified Disclosure”)including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of, or based upon, any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Gossamer Bio, Inc.), Underwriting Agreement (Gossamer Bio, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an "Affiliate")), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock ("Marketing Materials"), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of one counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Tandem Diabetes Care Inc), Underwriting Agreement (Tandem Diabetes Care Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405 under the Securities Act, its and their partners, directors and officers and each person, if any, who controls an such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(i) and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and against any and all losslosses, liabilityclaims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, damage and expense whatsoeveror are based upon, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration StatementStatement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, the ProspectusProspectus or any amendment or supplement thereto, as amended or supplementedany Testing-the-Waters Communication, or arise out of, or are based upon, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Information), any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading;
(ii) against any and all loss, liabilityexcept insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or investigation or proceeding by any governmental agency or bodyare based upon, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; and
(iii) against any and all reasonable expense whatsoever, (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) below), incurred, in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Bank Company in writing by any such Underwriter through the Representatives Representative or its counsel expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representative or its counsel consists of the information described as such in the Indemnified Disclosureparagraph (b) below.
Appears in 2 contracts
Sources: Underwriting Agreement (Broadscale Acquisition Corp.), Underwriting Agreement (Broadscale Acquisition Corp.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partnersdirectors, directors and officers officers, selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Puma Biotechnology, Inc.), Underwriting Agreement (Puma Biotechnology, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show (as defined in Rule 433(h) under the 1933 Act) or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, any Marketing Materials or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (89bio, Inc.), Underwriting Agreement (89bio, Inc.)
Indemnification of Underwriters. The Bank agrees World Point Parties, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Partnership in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any road show or investor presentations made to investors by the Partnership (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andWorld Point Parties and the Selling Unitholder;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby ▇▇▇▇▇▇▇ ▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (World Point Terminals, LP), Underwriting Agreement (World Point Terminals, LP)
Indemnification of Underwriters. The Bank Each of the Company and the Operating Partnership, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Operating Partnership;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby ▇.▇. ▇▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (DigitalBridge Group, Inc.), Underwriting Agreement (BrightSpire Capital, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430A, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430A, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Femasys Inc), Underwriting Agreement (Femasys Inc)
Indemnification of Underwriters. The Bank agrees Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, its and their partnersan “Affiliate”)), directors and officers and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoeverinsofar as such losses, as incurredclaims, arising damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against ; and will reimburse such person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid legal or other expenses reasonably incurred in settlement of any litigation, connection with investigating or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon defending any such untrue statement action or omission, or any claim as such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; and
(iii) against any and all reasonable expense whatsoever, (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) below), expenses are incurred, in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Retail Opportunity Investments Partnership, LP), Underwriting Agreement (Retail Opportunity Investments Partnership, LP)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus, or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Intercept Pharmaceuticals Inc), Underwriting Agreement (Intercept Pharmaceuticals Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby ▇▇▇▇▇▇▇ ▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (CorEnergy Infrastructure Trust, Inc.), Underwriting Agreement (Repros Therapeutics Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically and which shall include, for the avoidance of doubt, any pre-marketing presentations), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Stockholders;
(iii) against any and all reasonable reasonably incurred and documented expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable reasonably incurred and documented fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Torrid Holdings Inc.), Underwriting Agreement (Torrid Holdings Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereto), including the Prospectus, as amended Rule 430A Information or supplemented, the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any Issuer Free Writing untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (when taken together with the Time of Sale Information), any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Stockholders;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Bank Company by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureRegistration Statement (or any amendment thereto), including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). Each Selling Stockholder severally and not jointly agrees to indemnify and hold harmless each Underwriter, its Affiliates, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Underwriters, but only with reference to written information furnished to the Company by or on behalf of such Selling Stockholder specifically for inclusion in the documents referred to in the foregoing indemnity.
Appears in 2 contracts
Sources: Purchase Agreement (Sunstone Hotel Investors, Inc.), Purchase Agreement (Sunstone Hotel Investors, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors and officers, its affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), information deemed to be a part thereof pursuant to Rule 430B or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Ii-Vi Inc), Underwriting Agreement (Ii-Vi Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Shareholder;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (TTEC Holdings, Inc.), Underwriting Agreement (NV5 Global, Inc.)
Indemnification of Underwriters. The Bank agrees Company and the Operating Partnership agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the Prospectus, as amended omission or supplementedalleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (when taken together or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the Time approval of, the Company in connection with the marketing of Sale Informationthe offing of the Securities (“Marketing Materials”), including any Additional Information road show or investor presentation made to investors by the Company (when taken together with the Time of Sale Information) whether in person or any Time of Sale Information (collectively, the “Indemnified Disclosure”electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing Prospectus or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished the Underwriter Information. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Bank by any Underwriter through Company or the Representatives expressly for use in the Indemnified DisclosureOperating Partnership may otherwise have.
Appears in 2 contracts
Sources: Underwriting Agreement (Innovative Industrial Properties Inc), Underwriting Agreement (Innovative Industrial Properties Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 2 contracts
Sources: Underwriting Agreement (Trevi Therapeutics, Inc.), Underwriting Agreement (Trevi Therapeutics, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, the Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Stockholders;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby ▇▇▇▇▇▇▇ ▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the BankCompany; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby M▇▇▇▇▇▇ L▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (CorEnergy Infrastructure Trust, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliatesthe directors, as such term is defined in Rule 405 under the Securities Actofficers, its employees and their partners, directors and officers agents of each Underwriter and each person, if any, person who controls an Underwriter within the meaning of Section 15 of either the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoeverjoint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereto), including the Rule 430B Information, or in any preliminary prospectus, the Prospectus, as amended Prospectus or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Information), any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading;
(ii) against , and agrees to reimburse each such indemnified party, as incurred, for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, liabilityclaim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage and expense whatsoever, as incurred, to the extent or liability arises out of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; and
(iii) against any and all reasonable expense whatsoever, (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) below), incurred, in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Bank Company by or on behalf of any Underwriter through the Representatives expressly Representative specifically for use inclusion therein. This indemnity agreement will be in addition to any liability which the Indemnified DisclosureCompany may otherwise have.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoeverexpense, as incurred (including, subject to Section 6(c) hereofbelow, the reasonable fees and disbursements of one counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred by such Underwriters in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405 under the Securities ActAffiliates, its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable and documented fees and disbursements of counsel chosen in accordance with Section 6(c) belowby BofA and Barclays), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Brookdale Senior Living Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partnersselling agents, directors and officers and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show (as defined in Rule 433(h) under the ▇▇▇▇ ▇▇▇) or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any Marketing Materials or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Avedro Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a party thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable documented expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of one counsel (in addition to local counsel) chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank agrees Company and the Operating Partnership agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus, as amended or supplementedinvestor presentation made to investors by the Company in connection with the marketing of the offering of the Securities (whether in person or electronically), any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (when taken together with the Time of Sale Information), any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the BankCompany; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) below)by the Representatives, incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, its and their partners, directors and officers an “Affiliate”)) and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus prepared or authorized by the Company, any Written Testing-the-Waters Communication prepared or authorized by the Company, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus prepared or authorized by the Company, any Written Testing-the-Waters Communication prepared or authorized by the Company, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and reasonable and documented out-of-pocket expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationlitigation or proceeding, or including any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon upon, or arising out of, any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; and
(iii) against any and all legal or other reasonable and documented out-of-pocket expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing investigating or defending against any litigationlitigation or proceeding, or including any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon upon, or arising out of, any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of one counsel chosen in accordance with Section 6(c) belowby ▇▇▇▇▇▇▇ ▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Stockholder;
(iii) against any and all reasonable reasonably incurred and documented expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable reasonably incurred and documented fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any preliminary prospectus, any Marketing Materials or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), if any, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoeverexpenses, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Issuer agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their selling agents, officers, employees, partners, members, directors and officers and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Issuer in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Issuer (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) belowhereof) any such settlement is effected with the prior written consent of the Bank; andIssuer;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any Issuer Free Writing Prospectus, any preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, referred to in Section 6(a)(i) above solely to the extent the same is not paid under Section 6(a)(i) above; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Shareholders;
(iii) against any and all reasonable documented expense whatsoever, (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) below), as incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, referred to in Section 6(a)(i) above solely to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Construction Partners, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and reasonable and documented expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and reasonable and documented expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Stockholders;
(iii) against any and all reasonable expense whatsoeverand documented out-of-pocket expenses, as incurred (including, subject to Section 6(c) hereof, including the reasonable and documented fees and disbursements of counsel chosen by the Representative, provided however, that the Company shall not be liable for the expenses of more than one separate counsel in accordance with Section 6(c) belowthe aggregate for all Underwriters (in addition to a single local counsel)), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through Information or the Representatives expressly for use in the Indemnified DisclosureSelling Stockholder Information.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partnersdirectors, directors and officers officers, selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission from any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or from any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Adaptimmune Therapeutics PLC)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and documented out-of-pocket disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Clarus Corp)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) arising out of any untrue statement or alleged untrue statement of a material fact included (1) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (2) in any materials or information provided to investors by, or with the written approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors, officers and employees, its affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the BankCompany; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoeverexpense, as incurred (including, subject to Section 6(c) hereofbelow, the reasonable fees and disbursements of one counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred by such Underwriters in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andSelling Shareholder indemnified party;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in a Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through Information or the Representatives expressly for use in the Indemnified DisclosureSelling Shareholder Information.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 under 501(b) of the Securities Act1933 Act Regulations (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) belowhereof) any such settlement is effected with the prior written consent of the BankCompany and the Selling Shareholders; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby BofA), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through Information or the Representatives expressly for use in the Indemnified DisclosureSelling Shareholder Information.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Shareholders;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Perry Ellis International Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Selling Securityholder;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Each of the Transaction Entities, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials, as the case may be, of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided provided, that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the BankTransaction Entities; and
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), in each case in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Four Springs Capital Trust)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its selling agents, directors, officers and their partners, directors and officers employees and each person, if any, who controls an such Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), any Additional Information (when taken together with including the Time of Sale Rule 430A Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information, including roadshow materials, provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Activate Permanent Capital Corp.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a party thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable documented expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of one counsel (in addition to local counsel) chosen in accordance with Section 6(c) belowby ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Citigroup), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionomission described in Section 6(a)(i) above; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank agrees to Company shall indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, as such term is defined in Rule 405 under the Securities Acteach of its directors, its and their partners, directors and officers and each person, if any, who controls an any Underwriter within the meaning of Section 15 the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Corporate PIES), to which that Underwriter, officer, employee or controlling person may become subject, under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as follows:
such loss, claim, damage, liability or action arises out of, or is based upon, (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any (A) Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, or (B) any blue sky application or other document prepared or executed by the Company (or based upon any written information furnished by the Company) filed in any jurisdiction specifically for the purpose of qualifying any or all of the Corporate PIES under the securities laws of any state or other jurisdiction (such application, document or information being hereinafter called a "BLUE SKY APPLICATION"), (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, as amended or supplemented, in any Issuer Free Writing Prospectus (when taken together with the Time of Sale Information), amendment or supplement thereto or in any Additional Information (when taken together with the Time of Sale Information) or Blue Sky Application any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the light Corporate PIES or the offering contemplated hereby, and which is included as part of the circumstances under which they were made, not misleading;
(ii) against or referred to in any and all loss, liability, claim, damage and expense whatsoeverdamage, as incurred, to the extent liability or action arising out of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; and
(iii) against any and all reasonable expense whatsoever, (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) below), incurred, in investigating, preparing or defending against any litigation, or investigation or proceeding matters covered by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) aboveabove (PROVIDED that, the Company shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failure to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse each Underwriter and each such officer, employee, director or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such amendment or supplement, in reliance upon and in conformity with the written information concerning such Underwriter furnished to the Company through Lehman Brothers Inc. by or on behalf of any Underwriter ▇▇ecifically for inclusion therein which information consists solely of the information specified in Section 8(e); and provided, further, that the Company shall not be liable to indemnify any Underwriter or any person who controls such Underwriter on account of any such loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission such defect or alleged untrue statement defect in any Preliminary Prospectus if a copy of the Prospectus (exclusive of the Incorporated Documents) shall not have been given or omission made in reliance upon and in conformity sent by such Underwriter with written information furnished or prior to the Bank by written confirmation of the sale involved to the extent that (i) the Prospectus would have cured such defect or alleged defect and (ii) sufficient quantities of the Prospectus were timely made available to such Underwriter. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter through the Representatives expressly for use in the Indemnified Disclosureor to any officer, employee or controlling person of that Underwriter.
Appears in 1 contract
Sources: Underwriting Agreement (Sierra Pacific Resources Capital Trust Ii)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information prepared by the Company provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Franklin Street Properties Corp /Ma/)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an such Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus, or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Underwriters), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Intercept Pharmaceuticals Inc)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby BofA), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Protalix BioTherapeutics, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each personPerson, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d7(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby ▇▇▇▇▇▇▇ ▇▇▇▇▇), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished the Underwriter Information. In addition to its other obligations under this Section 7, the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any inaccuracy in the representations and warranties of the Company herein or failure to perform its obligations hereunder, all as set forth in this Section 7, the Company will reimburse each Underwriter on a monthly basis for all reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding (to the Bank extent documented by reasonably itemized invoices therefor), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligation of the Company to reimburse each Underwriter for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Underwriter through shall promptly return it to the Representatives expressly person(s) from whom it was received. Any such interim reimbursement payments that are not made to the Underwriters within 30 days of a request for use reimbursement shall bear interest compounded daily at a rate determined on the basis of the base lending rate announced from time to time by The Wall Street Journal from the date of such request. It is agreed that any controversy arising out of the operation of the interim reimbursement arrangements set forth in this Section 7, including the Indemnified Disclosureamounts of any requested reimbursement payments and the method of determining such amounts, shall be settled by arbitration conducted pursuant to the Code of Arbitration Procedure of FINRA. Any such arbitration must be commenced by service of a written demand for arbitration or written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event the party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to said demand or notice is authorized to do so. Such arbitration would be limited to the operation of the interim reimbursement provisions contained in this Section 8, and would not resolve the ultimate propriety or enforceability of the obligation to reimburse expenses that is created by the provisions of this Section 7.
Appears in 1 contract
Sources: Underwriting Agreement (Franklin Financial Network Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representative), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Sources: Underwriting Agreement (Owlet, Inc.)
Indemnification of Underwriters. The Bank Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Bank; andCompany;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby the Representatives), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract
Indemnification of Underwriters. The Bank Each of the Company and the Operating Partnership, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 405 501(b) under the Securities Act1933 Act (each, an “Affiliate”)), its and their partners, directors and officers selling agents and each person, if any, who controls an any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, as amended Statement (or supplemented, any Issuer Free Writing Prospectus (when taken together with the Time of Sale Informationamendment thereto), including any Additional Information (when taken together with the Time of Sale Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”)information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the Bank; andCompany and the Operating Partnership;
(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(c) hereof, including the reasonable fees and disbursements of counsel chosen in accordance with Section 6(c) belowby BofA), incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified DisclosureInformation.
Appears in 1 contract