The lower the demand for an issue, the greater likelihood that it will be done on a best efforts basis. Finally, the Agreement cannot be used if the unreleased mortgage was insured over by an endorsement or affirmative language, rather than not appearing on the policy at all.
Security Interest; Obligation Secured. The foregoing indemnity agreement is in addition to any liability which the Initial Purchaser may otherwise have to the Unaffiliated Seller or any such director, officer or controlling person of the Unaffiliated Seller.
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. Purchase of the Stock by the Underwriters. Preservation of the Collateral.
Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. In addition, each of the Selling Stockholders grants to the Underwriters an option to purchase the number of shares of Option Stock set forth opposite its name in Schedule 3.
All standby underwritings are done on a firm commitment basis. Bonds; Conditions Precedent to all Bonds. In a limited set of circumstances, an exception can be waived pursuant to the Agreement without obtaining a hold harmless letter.
All funds collected from investors will be held in escrow until the underwriting is completed. 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.
Finally, the Agreement cannot be used if the unreleased mortgage was insured over by an endorsement or affirmative language, rather than not appearing on the policy at all. If all of the securities are sold, the proceeds will be released to the issuer.
If Surety discharges any such obligations, with or without a claim asserted against Surety under the Bonds, it will be entitled to assert the right of such Person to the trust fund. The standby underwriter agrees to purchase any shares that current shareholders do not purchase.
Notwithstanding the foregoing, the provisions of this paragraph will not require Surety to release: Upon the Indebtedness being paid and satisfied in full, Surety will, with reasonable promptness, execute all necessary documents and file same in every jurisdiction in which the security agreement or any Surety Credit Document was filed to effectuate a termination of said security agreement and all Liens evidenced thereby.
Regardless of the form of each endorsement, Indemnitors hereby waive presentment, demand, notice of dishonor, protest, and notice of protest, and all other notices with respect thereto, except as required by this Agreement.
Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
Said Affiliates and Subsidiaries and such other Person will be deemed to be an Indemnitor hereunder as though they were original signatories hereto. At any time, and at reasonable intervals, upon the request of Surety, Indemnitors will: 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.
The more in demand the offering is, the more likely it is that it will be done on a firm commitment basis. In connection with the foregoing, the Company agrees to reimburse you, as incurred, for any legal or other expenses reasonably incurred by you in connection with investigating or defending any such loss, claim, damage, liability or action.
All monies due and to become due under any Bonded Contract are also trust funds, whether in the possession of Indemnitors, or otherwise. 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.
The foregoing indemnity 2 agreement is in addition to any liability which the Underwriter may otherwise have to the Unaffiliated Seller or any such director, officer or controlling person of the Unaffiliated Seller. Indemnitors agree to reimburse Surety, on demand, for any such payment made, or any such expense incurred by Surety pursuant to the foregoing authorization.
The standby underwriter will then resell the securities to the public. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in share amounts.
Each Selling Stockholder severally and not jointly represents, warrants and agrees that: As long as no Event of Default has occurred, the trust funds, unless otherwise restricted or regulated by state or local laws, can be commingled with other funds, but the trust fund nature and purpose as stated in this paragraph will not be modified nor waived by this commingling provision.
All payments received for or on account of any Bonded Contract will be held in a trust fund to assure the payment of obligations incurred or to be incurred in the performance of any Bonded Contract and for labor, materials, and services furnished in the prosecution of the performance required by any Bonded Contract or any extension or modification thereof.
Standby A standby underwriting agreement is used in conjunction with a preemptive rights offering. The Company does not have any off-balance sheet obligation or material liability of any nature matured or not matured, fixed or contingent to, or any financial interest in, any third party or unconsolidated entity other than as set forth in the 4 financial statements including the related notes and supporting schedules filed as part of the Registration Statement or included in the Sale Preliminary Prospectus or the Prospectus.
Upon the occurrence of an Event of Default, at its option, Surety may discharge valid taxes, Liens, security interests, or other encumbrances at any time levied or placed on said Collateral. Said trust s will terminate on the payment by Indemnitors of all the contractual obligations for the payment of which the trust s is created.
Underwriting Indemnification Agreement - This Indemnification Agreement Involves Morgan Stanley Abs Capital I Inc. Ixis Real Estate Capital T. Non-Exclusive Agreement Revised: April (TMax) TITLE INSURANCE UNDERWRITING AGREEMENT (Non-Exclusive Form) THIS AGREEMENT entered into day of,between STEWART TITLE GUARANTY COMPANY, a Texas Corporation (referred to herein as "UNDERWRITER”), and.
This practice note discusses certain standard provisions contained in a private placement underwriting/agency agreement including representations and warranties, termination provisions, indemnification provisions and conditions to closing — Robert Mason, Norton Rose Fulbright Canada LLP and Ahmed Shehata.
SAMPLE INDEMNIFICATION PROVISIONS Sample Indemnification provision from credit agreement commitment letter (): of Underwriting Agreement (revised January, ): Indemnification and Contribution. (a) The Company that a claim for indemnification under such agreement or such representations and warranties for.
A Note providing commentary on the typical provisions of an underwriting agreement for an SEC-registered public offering of securities. It describes the key sections, including representations and warranties, covenants, closing conditions, termination rights, and indemnification and contribution.
A: A surety bond indemnity agreement is a contract between the principal and the surety company, that transfers risk from the surety to the principal.
While the bond itself is created by the obligee, an indemnity is a separate agreement that the surety requires the principal to sign prior to issuing the bond that guarantees the principal is.Underwriting agreement indemnification agreement