A geographic limitation should exclude coverage for claims arising outside the intended or expected area of use or sale. Multiple indemnitors may be implicated as a result. But that claims survive termination is sufficiently fundamental a notion that stating it in a contract seems odd.
Finally, the non-controlling party may require the controlling party keep it fully informed of all settlement negotiations and potentially retain the option to participate in settlement discussions if desirable. Sellers may also seek provisions that reduce reimbursements by the amount of any insurance proceeds received by the buyer, any third party payments to the buyer, and any tax benefits received as a result of a judgment or settlement.
Parties to an agreement commonly negotiate indemnity provisions to shift risk associated with breaches in representations or warranties, failures to perform certain obligations, and liabilities arising from employee benefits, environmental claims, and taxes.
This letter agreement shall be governed by, and construed in accordance with, the law of the State of New York.
You agree that, except as required by applicable law in the opinion of your counsel or unless Merrill Lynch has otherwise consented in writing, you will not disclose, provide a copy of or circulate this letter to any person or entity or reference Merrill Lynch or the fees payable to Merrill Lynch in any offering circular, registration statement or other disclosure document, or in any press release or other document or communication.
Should any provision of this Joinder Agreement be invalid or unenforceable for any reason, the remaining provisions hereof will remain in full effect. Indemnity can be limited not only to losses only from certain types of claims, but also to certain amounts of losses. Other states may only require proof that the settlement was reasonable under the circumstances.
In such capacity, Merrill Lynch shall act as an independent contractor, and any duties of Merrill Lynch arising out of its engagement pursuant to this letter agreement shall be owed solely to the Company. Further Agreements of the Company. Liability caps limit liability per asserted claim of indemnification, in the aggregate, or both.
In addition, the claim for infringement must be a "rightful claim. Authority to Contest, Pay, or Settle. And as discussed above, some states may impose obligations to reimburse defense costs even in the absence of an express obligation to defend.
You acknowledge and agree that Merrill Lynch has been retained solely to act as financial advisor to the Company as provided herein and potentially to act as lead placement agent or underwriter in connection with the Offerings and as exclusive dealer-manager with respect to the Exchange Offer.
It is appropriate for simple, low-risk, and low-money value agreements. In rendering such opinion, such counsel may state that their opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of California and the General Corporation Law of the State of Delaware.
Typically, a large or sophisticated seller will desire to retain control in litigation. Because state laws vary, it is prudent to expressly address whether the indemnitor will be obligated to reimburse the indemnitee's defense costs.
Agreements to Sell and Purchase. The relative benefits received by the Sellers on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares before deducting expenses received by each Seller and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares.
Finally, the common indemnification obligation is to indemnify the Indemnitee against Third-Party Claims, claims brought by someone other than the parties to the agreement.
The purpose of the underwriting agreement is to ensure that all of the players understand their responsibility in the process, thus minimizing potential conflict.
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: Much like a claim under an automobile or property insurance policy, a deductible—or floor—may discourage buyers from making claims for defense and indemnification in small disputes.
For example, a controlling indemnitee may not settle absent the express written consent of the indemnitor, such consent not to be unreasonably withheld. Sellers commonly attempt to mitigate this risk by specifically limiting liability associated with combinations, modifications, and the parties' compliance or failure to comply with specifications.
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 parties to this Joinder Agreement hereby agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent and purpose of this Joinder Agreement.
This Joinder Agreement, together with the Underwriting Agreement and the other Surety Credit Documents, represent the entire agreement between the parties hereto concerning the subject matter hereof, and all oral discussions and prior agreements are merged herein.
While boilerplate indemnity provisions may apply to claims associated with a party's alleged infringement of intellectual property rights, sophisticated entities are increasingly negotiating customized indemnity provisions designed to address and accommodate the myriad issues that arise in intellectual property disputes.
Define the Scope of Coverage and Liability 1. While the UCC can be helpful in the absence of an express indemnity, it has its limits. Wild Well Control, Inc. For example, the controlling party may have authority to settle any claims subject to the consent of the non-controlling party, such consent not to be unreasonably withheld.
Contributory infringement requires proof of knowledge. Each Selling Stockholder shall pay all costs and expenses incident to the performance of its obligations under this Agreement which are not otherwise being paid by the Underwriters pursuant to this Section or by the Company pursuant to this Section or otherwise.
These include provisions relating to jurisdiction, governing law, and notices. You should say so. All standby underwritings are done on a firm commitment basis.
Accordingly, a promise to hold another harmless may obligate the indemnitor to reimburse the indemnitee for lost profits and other consequential damages. Underwriting Agreement Provisions for winforlifestats.comhstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.
indemnification provision in the acquisition agreement should then be revised to require that the buyer seek indemnity payments from the escrow account and the R&W insurance policy before seeking.
made against it under a purchase agreement and reducing the amount non-reliance letter before the underwriting process can begin, which will generally consist of a high-level review of indemnification provision under the purchase agreement, supplemental. A market out clause is a stipulation in an underwriting agreement that allows the underwriter to cancel the agreement without penalty.
(a) Notwithstanding any other provision of law, a provision, clause, covenant, or agreement contained in, collateral to, or affecting a motor carrier transportation contract that purports to indemnify, defend or hold harmless, or has the effect.
An Indemnification clause acts an inter-party insurance policy, shifting risk and liability between the parties. It does so by creating the obligation that one party (the Indemnitor) will pay for losses the other party becomes liable for (the Indemnitee), either for any losses related to the agreement, or for losses from certain types of claims.Underwriting agreement indemnification provision