Indemnitors agree to reimburse Surety, on demand, for any such payment made, or any such expense incurred by Surety pursuant to the foregoing authorization. This indemnity agreement will be in addition to any liability which the Company may otherwise have and will be in addition to any rights that you may have at common law or otherwise.
It is a process seen most commonly during initial public offerings, wherein investment banks first buy or underwrite the securities of the issuing entity and then sell them in the market. Withdrawals from such account s will be by check or similar instruments signed by a representative of Surety and, at Surety's option, countersigned by Indemnitors.
Use of Licensed Property Indemnitors hereby grant to Surety an irrevocable, non-exclusive, royalty-free, and fully paid-up license and right to use the Licensed Property upon the occurrence of and during the continuance of any Event of Default for the limited purpose of: Indemnitors will notify Surety of any change in any Indemnitor's name, identity, corporate structure, or change in jurisdiction in which it is formed or exists thirty 30 days prior to such change.
Many companies make indemnity insurance a requirement, as lawsuits are common. Purchase of underwriting agreement indemnity definition Stock by the Underwriters.
In some cases, the underwriting agreement will take on a form that is referred to as a best efforts agreement. These contracts provide overall support for the offering by committing to purchase a specific number of unsold shares.
Can you see through these real-life optical illusions. First, the underwriter will covenant to purchase the stock issue. All or None Agreement With an all or none underwriting, the issuer has determined that it must receive the proceeds from the sale of all of the securities.
Today, underwriting is one of the key functions in the financial world and has become a discipline of sorts in itself. Within the text of the agreement, the rights and responsibilities of both parties will be expressly detailed, so there is no chance of any misunderstanding between the two entities.
The Company acknowledges that the Underwriters may engage in passive market making transactions in the Stock on the Nasdaq National Market in accordance with Regulation M under the Exchange Act. 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.
Amounts due Surety together with interest at the Default Rate will be payable upon written demand. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
This indemnity agreement will be governed by and construed in accordance with the laws of the State of Delaware. Once the minimum has been met, the underwriter may then sell the securities up to the maximum amount specified under the terms of the offering. Each Principal and Indemnitors' principal place of business and chief executive office as of the date of this Agreement is correctly reflected on Exhibits A and B, respectively.
Indemnitors agree to give Surety immediate prior written notification of the establishment of any new chief executive office or principal place of business; and the discontinuance of any office or place of business.
Without the prior written consent of Surety, none of Indemnitors will, after the date hereof, file or authorize or permit to be filed in any jurisdiction any financing or like statement 13 relating to the Collateral other than filings of Permitted Liens.
Any shares or bonds in a best efforts underwriting that have not been sold will be returned to the issuer. Next, the terms will address the agreed upon underwriting spread. The purpose of the underwriting agreement is to ensure that all of the players understand their responsibility in the process, thus minimizing potential conflict.
Essentially, this is a modified form of the underwriting agreement that indicates that the underwriter will make a best effort to place the securities in accordance with the expressed wishes of the corporation.
Said Affiliates and Subsidiaries and such other Person will be deemed to be an Indemnitor hereunder as though they were original signatories hereto.
The Company shall not be liable to you under this indemnity agreement regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder whether or not you are an actual or potential party to such claim or action unless such settlement, compromise or consent is consented to the Company which consent shall not be unreasonably withheld in which case the Company agrees to indemnify and hold you harmless from and against any loss or liability by reason of such settlement, compromise or consent.
All funds collected from investors will be held in escrow until the underwriting is completed. They appraise the credit history of the customer through their past financial record, statements, and value of collaterals provided, among other parameters.
All standby underwritings are done on a firm commitment basis. Offering of Stock by the Underwriters. Surety reserves all rights to contest the validity or priority of any Lien. After establishing the identities of the participants, the agreement will go on to define the terms each party will recognize and abide.
Such trust funds will be for the benefit and payment of all obligations for which Surety is or may be liable under any Bonds. Indemnitors agree to indemnify, and keep indemnified, and hold and save harmless Surety against all Surety Loss.
The standby underwriter agrees to purchase any shares that current shareholders do not purchase.
Ad There are five other key points that will be addressed and defined within the body of the underwriting agreement. For example, in the case of home insurance, the homeowner pays insurance premiums to the insurance company in exchange for the peace of mind of knowing that he or she will be indemnified if the house sustains damage from fire, natural disasters or other perils specified in the insurance agreement.
Upon the occurrence of an Event of Default, Indemnitors will, upon demand of Surety, open an account s with a bank or similar depository designated by Indemnitors and approved by Surety, which account s will be designated as trust account s for the deposit of such trust funds, and will deposit therein all monies paid or to be paid under the Bonded Contracts.
The underwriting agreement is sometimes referred to as a purchase contract or placing agreement. underwriting, continuing indemnity, and security agreement THIS UNDERWRITING, CONTINUING INDEMNITY, AND SECURITY AGREEMENT ("this Agreement") entered into as of the 14th day of January,INTEGRATED.
Basic Documents means, collectively, this Agreement, the Bond Indenture, the Declaration of Trust, the Certificate Indenture, the Servicing Agreement, the Administration Agreement, the Bond Purchase Agreement, the Underwriting Agreement, the Fee and Indemnity Agreement and the Cross-Indemnity Agreement.
An indemnity clause is standard in most insurance agreements. Exactly what is covered, and to what extent, depends on the specific agreement. Any given indemnity agreement has what is called a period of indemnity, or a specific length of time for which the indemnity is valid.
Underwriting agreement generally require title insurance issuing agents to obtain prior approval from an appropriate company officer before accepting an indemnity in order to insure around or over a title defect or to issue on an extrahazardous risk.
Underwriting Agreement and who acknowledged to me that the same is their free and voluntary act and deed and official act of the corporations represented. The said instrument, consisting of ______ (___) pages, including this page where.
This indemnity agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.Underwriting agreement indemnity definition