Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule d under the Securities Act or that was prepared by underwriting agreement indemnity clause on behalf of or used or referred to by the Company complies or will at the time of such filing comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.
A market out clause frees the underwriter from their obligation to purchase all of the securities in case of a development that impairs the quality of the securities or that adversely affects the issuer. Offering of Stock by the Underwriters.
On each such Subsequent Delivery Date, each Selling Stockholder shall deliver or cause to be delivered the Option Stock to be purchased on such Subsequent Delivery Date to the Representatives for the account of each Underwriter against payment to or upon the order of such Selling Stockholders of the purchase price by wire transfer in immediately available funds.
Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened.
Bare Indemnities — Party A indemnifies Party B for all liabilities or losses incurred in connection with specified events or circumstances, but without setting out any specific limitations.
Is it intended that an indemnity give rise to greater protection than would normally be available for breach of warranty or breach of contract? Normally, the period is 6 years for an ordinary agreement, commencing from the date of the breach.
Ambiguity in the drafting of an indemnity clause presents a risk that the indemnity will not be held to cover losses, which they expected it to cover. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3.
The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.
For example, you may find adequate protection under the common law in relation to breaches of contract and negligence consider imposing an express obligation to mitigate loss, and limit the time during which claims can be brought under the indemnity clause.
A to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B in any other manner that will result in a violation of Sanctions by any Person including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise.
Some indemnity clause negotiation and drafting tips include: Types of Indemnity Clauses There are loosely six types of indemnity clauses, which provide a guide to their scope and operation, including: If all of the securities are sold, the proceeds will be released to the issuer.
Consequently, an action on the indemnity to seek recovery of its loss may be brought many years after the right to bring damages for breach of contract has expired. The several obligations of the Underwriters are subject to the following further conditions: You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement.
Such counsel shall also make a statement to the effect that: The normal tendency is to seek an indemnity which will protect a party to the greatest possible extent against liabilities arising from the actions of another. Delivery of and Payment for the Stock.
Agreements to Sell and Purchase.
Take care to confine the effect of the indemnity to one that either gives rise to damages for breach of contract debt or damages generally ie compensation. The adoption of broad-ranging indemnities is not always, however, the best tool for achieving risk apportionment.
Consider whether or not there is a need for an indemnity at all. Purchase of the Stock by the Underwriters. Terms of Public Offering. A well known instance of this is a guarantee where one party indemnifies another party for the act, default or breach of a third party.
The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters.
All standby underwritings are done on a firm commitment basis. We set out below some practical drafting tips and identify how to avoid some common pitfalls in contractual indemnity clauses. Ambiguity is also a risk to the indemnifier that it will be held to cover losses that were not within their contemplation.
Representations and Warranties of the Selling Stockholders. The lower the demand for an issue, the greater likelihood that it will be done on a best efforts basis.
Common indemnity clause drafting pitfalls Scope of Indemnity Indemnities are often drafted too widely seeking to cover third parties and circumstances beyond the ordinary breach circumstances actionable under the common law.
Identify whether, in the event of a breach of contract, should the effect of the indemnity be that:Underwriting and Claims Clauses in Reinsurance Agreements Whether a reinsurance agreement includes a clause addressing how the ceding insurer will underwrite the underlying business and the details of that clause depend on many factors.
This type of restrictive underwriting clause also requires that the ceding insurer's line. SAMPLE INDEMNIFICATION PROVISIONS Sample Indemnification provision from credit agreement commitment letter (): of Underwriting Agreement (revised January, ): Indemnification and Contribution.
(a) The Company Insofar as the foregoing indemnity agreement, or the representations and warranties contained in. 3. •risks attaching contracts - “losses arising under policies allocated to underwriting years •indemnity loss (after deduction of salvage and recoveries for inuring reinsurance) • loss adjustment expense (vs being covered pro rata in addition to UNL) Reinsurance Contracts ~ Clause.
An indemnity clause is a contractual transfer of risk between two contractual parties generally to prevent loss or compensate for a loss which may occur as a. UNDERWRITING AGREEMENT. December, THOMAS WEISEL PARTNERS LLC. damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) The indemnity agreement set forth herein is not exclusive of any agreement the Company may have with the Selling Stockholders relating to indemnification, and.
UNDERWRITING AGREEMENT,Morgan Stanley & Co. LLC any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal .Download