Underwriting agreement indemnity plans

A the subject of any sanctions administered or enforced by the U. Without limiting the generality of the foregoing, Indemnitors specifically acknowledge and confirm Surety's right to decline execution of any bond, or all bonds, as set forth in this Agreement.

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 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.

Joinder Agreement And Amendment To Underwriting, Continuing Indemnity And Security Agreement

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: 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.

Covenants of the Underwriters. Delivery of and Payment for the Stock. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement.

Underwriting, Continuing Indemnity, And Security Agreements

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.

The Sellers are advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. 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.

This Joinder Agreement may not be amended or modified except by a writing signed by or on behalf of each of the parties hereto.

The principal place of business and chief executive office of Integrated Electrical Services, Inc. The Company acknowledges that the Underwriters may engage in passive market making transactions in the Stock on the Nasdaq National Market in accordance with Regulation M under the Exchange Act.

Terms of Public Offering. Although execution will not be necessary to bind any such Affiliate or Subsidiary or other such Person as an Indemnitor hereunder, at the request of Surety, Indemnitors will cause any such Affiliate or Subsidiary or other such Person to execute this Agreement.

Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Indemnity; Exoneration; Release of Indemnitor. The Company acknowledges that the Underwriters may engage in passive market making transactions in the Stock on the Nasdaq National Market in accordance with Regulation M under the Exchange Act.

Offering of Stock by the Underwriters. 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.

A the subject of any sanctions administered or enforced by the U. Amounts due Surety together with interest at the Default Rate will be payable upon written demand.

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. The Sellers are advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable.

The Company represents and warrants to and agrees with each of the Underwriters that: Indemnitors will pay and discharge promptly all taxes, assessments, and governmental charges or levies imposed upon the Collateral, as well as all judgment liens and all claims for labor and materials which, if unpaid, might constitute a Lien or charge upon the Collateral other 18 than Permitted Liensunless and only to the extent that the same will currently be duly contested in good faith and for which adequate reserves have been established by appropriate proceedings and as to which foreclosure and other enforcement proceedings will not have been commenced unless fully bonded or otherwise effectively stayed.

Indemnitors to Hold Contract Funds in Trust. Terms of Public Offering. 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.

Further Agreements of the Selling Stockholders. The section headings in this Joinder Agreement are included for convenience of reference only and shall not constitute a part of this Joinder Agreement for any other purpose.

Each Selling Stockholder severally and not jointly represents and warrants to and agrees with each of the Underwriters that: Such counsel shall also make a statement to the effect that: No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

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Underwriting Considerations

This underwriting agreement (this “Agreement”) shall confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters. SECTION 1. Representations, Warranties and Agreements of the Company. this underwriting, continuing indemnity, and security agreement ("this Agreement") entered into as of the 14th day of January,INTEGRATED ELECTRICAL SERVICES, INC., a Delaware corporation, and certain of its Affiliates.

The Company had a management agreement with Mercury Insurance Services, LLC (MIS). Pursuant to the agreement, MIS provided all personnel and performed underwriting and loss adjustment services on behalf of the Company for the period under review.

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. Hospital Indemnity Plans CHOICE Solutions is a Fixed Indemnity Hospital and Surgical insurance plan endorsed by America’s Business Benefit Association (ABBA), and in the state of Oregon.

Underwriting agreement indemnity plans
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