Subject to the terms of this Agreement, and so long as no Event of Default has occurred and is continuing, Surety is willing to consider the extension of additional surety credit for the purposes set out in this Agreement.
Indemnitors hereby warrant, covenant, and represent that: Indemnitors agree to reimburse Surety, on demand, for any such payment made, or any such expense incurred by Surety pursuant to the foregoing authorization. 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.
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. 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.
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. The right is expressly granted to Surety, at Surety's discretion, to file in those jurisdictions where the same is permitted, one or more financing statements under the UCC and indicating therein the types or describing the items of the Collateral.
The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. Such counsel shall also make a statement to the effect that: 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.
Covenants of the Sellers. Surety reserves all rights to contest the validity or priority of any Lien. If any Accounts constituting Collateral should be evidenced by promissory notes, trade acceptances, or other instruments for the payment of money, Indemnitors promptly will deliver the same to Surety appropriately endorsed to the order of Surety.
Such counsel shall also make a statement to the effect that: A the subject of any sanctions administered or enforced by the U.
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 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.
Representations, Warranties and Agreements of the Selling Stockholders. Representations and Warranties of the Selling Stockholders. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice.
Purchase of the Stock by the Underwriters. Further Agreements of the Selling Stockholders. Indemnitors will obtain all necessary insurance coverages, including, without limitation, workers' compensation, liability, and other insurance coverages, in the amounts and as required by the Bonded Contracts that are the subject of the Bonds, protecting itself, Obligees as applicableand, if requested, Surety.
There are no registration rights applicable to the registration of the Shares on the Registration Statement except for such rights that have been complied with or validly waived in writing. 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.
Said Affiliates and Subsidiaries and such other Person will be deemed to be an Indemnitor hereunder as though they were original signatories hereto. The New Co-Surety hereby acknowledges and agrees that it has received the Underwriting Agreement, a complete copy of which is attached as Exhibit A hereto, and the Intercreditor Agreement, including, without limitation, all of the respective exhibits and schedules thereto, together with all other documents and information including, without limitation, financial information as it has deemed necessary or appropriate to make its own determination to enter into this Joinder Agreement.
The delivery of said facility fee will not reduce Surety Loss, or otherwise affect Surety's rights under the Indemnity Agreement or any other of the Surety Credit Documents.
Indemnitors recognize and acknowledge the common law right of Surety to be exonerated by Indemnitors. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 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.
Any sum expended, paid, or advanced under this paragraph will be at Surety's sole option and not constitute a waiver of any default or right arising from the breach by Indemnitors of any covenant or agreement contained in the Surety Credit Documents. Covenants of the Company. 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.
UNDERWRITING AGREEMENT,Morgan Stanley & Co. LLC. J.P. Morgan Securities LLC stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants or conversion of outstanding convertible securities. The liability of each Selling Stockholder under the indemnity agreement contained.
Underwriting and Claim Adjustment Process: Part III When a claim is ready for adjustment, the TPA will be required to direct the claimant to an approved list of contractor vendors able to provide quotations for foundation replacement and related services.
Plans & Pricing. Overview Underwriting and Claims Clauses in Reinsurance Agreements One area of customization that arises with some frequency is where the reinsurance agreement has a specific underwriting and/or claims-related clause.
These clauses may be as broad and detailed as the imagination of the reinsurance underwriter.
Home» Products» Surety» Contract Surety» Underwriting Considerations a Guarantee underwriter will visit the Broker and the Contractor on an annual basis, to discuss future plans and reconcile any difficulties.
Hospital Indemnity Plans • Your producer’s agreement Important Addresses and Phone Numbers Producer manual serves as the underwriting manual for the Hospital Indemnity Plan.
The underwriting action is based on the condition(s) disclosed by each applicant. Based on affirmative answers. UNDERWRITING AGREEMENT. December, THOMAS WEISEL P than shares of Common Stock issued upon exercise of stock options granted pursuant to the Company’s equity incentive plans, which plans are described in each of the Sale Preliminary Prospectus and the Prospectus.
The indemnity agreement set forth .Underwriting agreement indemnity plans