Underwriting agreement indemnity agreement

Any free writing prospectus that the Company is required to file pursuant to Rule d under the Securities Act has been, or will be, filed underwriting agreement indemnity agreement the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

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.

Underwriting Agreement

The lower the demand for an issue, the greater likelihood that it will be done on a best efforts basis. Representations and Warranties of the Company. Garvey and director of the Company to furnish to the Representatives, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto.

Covenants of the Underwriters. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you.

Each Selling Stockholder agrees: 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 or 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.

Representations, Warranties and Agreements of the Selling Stockholders. Delivery of and Payment for the Stock. The Company represents, warrants and agrees that: GAAP have been created in the financial statements of the Companyand no unpaid tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had nor does the Company nor any of its subsidiaries have any notice or knowledge of any unpaid tax deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which would reasonably be expected to have a material adverse effect.

Purchase of the Stock by the Underwriters. Offering of Stock by the Underwriters. Further Agreements of the Company. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine.

The purpose of the underwriting agreement is to ensure that all of the players understand their responsibility in the process, thus minimizing potential conflict. Any shares or bonds in a best efforts underwriting that have not been sold will be returned to the issuer. 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.

The standby underwriter agrees to purchase any shares that current shareholders do not purchase. The Company covenants with each Underwriter as follows: 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.

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.

Covenants of the Sellers. Standby A standby underwriting agreement is used in conjunction with a preemptive rights offering. Further Agreements of the Selling Stockholders. 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.

Except as disclosed in each of the Sale Preliminary Prospectus and the Prospectus, upon completion of the offering, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of, or ownership interests in, the Company are outstanding.

Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised.

The shares of Class B common stock outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable. All funds collected from investors will be held in escrow until the underwriting is completed. Each Selling Stockholder severally and not jointly represents, warrants and agrees that: Agreements to Sell and Purchase.

The more in demand the offering is, the more likely it is that it will be done on a firm commitment basis. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company.

Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder.

The Company represents and warrants to and agrees with each of the Underwriters that: The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened.To explain an indemnity agreement, it is first necessary to define the term "indemnity."Indemnity is defined as "a duty to make good any loss, damage, or liability incurred by another (Black's Law Dictionary).

The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price, less underwriting discounts and commissions, of the Shares sold by such Selling Stockholder under this Agreement.

(“Morgan Stanley”) proposes to enter into an. This underwriting agreement The indemnity agreement set forth herein is not exclusive of any agreement the Company may have with the Selling Stockholders relating to indemnification, and nothing contained in this Agreement shall affect any obligation or liability the Company may have to one or more of the Selling Stockholders, or one or.

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. This Agreement contains the entire agreement of the parties concerning the subject matter thereof and there are no representations, inducements, or other provisions other than those expressed here in writing.

An underwriting agreement is a contract between a group of investment bankers in an underwriting syndicate and the issuer of a new securities offering.

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Underwriting agreement indemnity agreement
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