The lower the demand for an issue, the greater likelihood that it will be done on a best efforts basis. Exactly what is covered, and to what extent, depends on the specific agreement. 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.
Should any provisions of this indemnity agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this indemnity agreement shall not be affected or impaired thereby.
Last, the net proceeds that are to be realized by the issuer will be defined. Property leases also underwriting agreement indemnity definition indemnity clauses.
This indemnity agreement will be governed by and construed in accordance with the laws of the State of Delaware. Many underwriting agreement indemnity definition make indemnity insurance a requirement, as lawsuits are common.
Generally, an agent is designated to define the terms of the agreement, along with an authorized representative of the corporation.
Standby A standby underwriting agreement is used in conjunction with a preemptive rights offering. While the indemnity described in this article is now known to have been unjust, it is just one of many historical cases that show the ways indemnity has been used worldwide.
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. First, the underwriter will covenant to purchase the stock issue. The standby underwriter will then resell the securities to the public.
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.
Fourth, the agreement will specify the settlement date. A firm commitment underwriting agreement is the most desirable for the issuer because it guarantees them all of their money right away.
Promptly after your receipt of notice of the commencement of any action, you agree that, if a claim in respect thereof is to be made against the Company under this indemnity agreement, you will notify the Company in writing of the commencement thereof; but the failure so to notify the Company a will not relieve it from liability under paragraph 1 above unless and to the extent the Company did not otherwise learn of such action and such failure results in the forfeiture by the Company of substantial rights and defenses and b will not, in any event, relieve the Company from any obligations to you other than the indemnification obligation provided under paragraph 1 above.
The main purpose of an underwriting agreement is to clarify all the terms and conditions associated with the underwriting process related to these new securities.
An underwriting agreement will routinely define the business structure and purpose of both entities that are entering into the agreement. If all of the securities are sold, the proceeds will be released to the issuer.
Second, the public offering price of the stock will be set. After establishing the identities of the participants, the agreement will go on to define the terms each party will recognize and abide. Underwriting agreements are contractual documents that involve specific covenants between an underwriting group and a corporation that is choosing to issue new securities.
All standby underwritings are done on a firm commitment basis. InHaiti was forced to pay France what was then called an "independence debt. Ad There are five other key points that will be addressed and defined within the body of the underwriting agreement. Can you see through these real-life optical illusions?
Acts of Indemnity An act of indemnity protects those who have acted illegally from being subject to penalties. 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.
Indemnity is common in agreements between an individual and a business for example, an agreement to obtain car insurancebut it also applies, on a larger scale, to relationships between businesses and government or between governments of two or more countries.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. Professional Indemnity Insurance for Specialists.
Home; Products; Tailored approach to business activity definition specify a copyright checking service on the image and that it was the retailer that had breached their image licensing agreement. The retailer subsequently dropped the claim.
and The Chubb Corporation (NYSE: CB) have entered into an underwriting agreement under which Chubb will provide hull and liability coverages to Starr Aviation's general aviation clients and workers compensation coverage to.
An underwriting agreement is a contract between a group of investment bankers in an underwriting syndicate and the issuer of a new securities offering.
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.
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.Download