Underwriting agreement indemnity meaning

Insurance underwriting[ edit ] Insurance underwriters evaluate the risk and exposures of potential clients. In commercial banking, underwriting means assessing the credit worthiness of borrowers and agreeing to fund loans.

The factors that insurers use to classify risks are generally objective, clearly related to the likely cost of providing coverage, practical to administer, consistent with applicable law, and designed to protect the long-term viability of the insurance program.

The underwriters receive the insurance premium from the homeowner and in return, the underwriters agree to provide compensation for damages that result from a fire. Analysis of the income statement typically includes revenue trends, gross margin, profitability, and debt service coverage.

The standby underwriter agrees to purchase any shares that current shareholders do not purchase. 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.

That is, even though third-party buyers might approach the issuer directly to buy, the issuer agrees to sell exclusively through the underwriter. In investment banking, underwriting is the practice by which investment bankers represent corporate and government entities in the initial public underwriting agreement indemnity meaning of their securities.

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. Should they not be able to find enough investors, they will have to hold some securities themselves.

underwriting agreement

Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Except as disclosed in each of the Underwriting agreement indemnity meaning 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.

In summary, the securities issuer gets cash up front, access to the contacts and sales channels of the underwriter, and is insulated from the market risk of being unable to sell the securities at a good price.

The Company and the Subsidiary have good and valid title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects, except such as are described in each of the Sale Preliminary Prospectus and the Prospectus or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiary, taken as a whole; and all assets held under lease by the Company and the Subsidiary are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Subsidiary.

Underwriting Agreement

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. Underwriting involves measuring risk exposure and determining the premium that needs to be charged to insure that risk.

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 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.

A the subject of any sanctions administered or enforced by the U. 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.

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. Representations, Warranties and Agreements of the Company.


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.

Standby A standby underwriting agreement is used in conjunction with a preemptive rights offering. 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: Also if the securities are priced significantly below market price as is often the customthe underwriter also curries favor with powerful end customers by granting them an immediate profit see flippingperhaps in a quid pro quo.

Conversely, if there is strong demand for the securities, the investment bankers make a profit by selling the securities above the minimum price they promised the issuer. Thomson Financial league tables[ edit ].

What is Underwriting?

The underwriter gets a profit from the markup, plus possibly an exclusive sales agreement. However, poor market conditions is not a qualifying condition.

The investment bankers cover the risk of selling the securities to the public.

Each Selling Stockholder severally and not jointly represents and warrants to and agrees with each of the Underwriters that: The relative benefits received by the Sellers on underwriting agreement indemnity meaning 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.

The services of an underwriter are typically used during a public offering in a primary market.Securities-purchase contract between an underwriter or underwriting syndicate and an issuer of bonds or shares. Among other terms, it specifies the price at which the security will be offered to the public (public offering price), underwriter's profit margin (underwriting spread), and the date by which the payments must be settled (settlement date).

Underwriting services are provided by some large specialist financial institutions, such as banks, insurance or investment houses, whereby they guarantee payment in case of damage or financial loss and accept the financial.

UNDERWRITING AGREEMENT,Morgan Stanley & Co. LLC. J.P. Morgan Securities LLC “free writing prospectus” has the meaning set forth in Rule under the Securities The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate.

What is a Managing General Underwriter? As an MGU, Hunter George participates in a contract known as a binding authority agreement (the Binder).

The Binder appoints Hunter George, by name, to underwrite on behalf of and bind the risk capital of the Insurers who are a party to the Binder.

SAMPLE INDEMNIFICATION PROVISIONS Sample Indemnification provision from credit agreement commitment letter (): of Underwriting Agreement (revised January, ): Indemnification and Contribution.

(a) The Company Insofar as the foregoing indemnity agreement, or the representations and warranties contained in. 3. An underwriting agreement is a contract between a group of investment bankers in an underwriting syndicate and the issuer of a new securities offering.

Underwriting agreement indemnity meaning
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