|GATX CORP filed this Form 8-K on 11/20/2018|
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7. (a) The Representatives shall promptly notify the Company of the completion of the distribution of the Securities.
(b) Each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a free writing prospectus (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than a free writing prospectus containing solely the information contained in the final term sheet prepared and filed pursuant to Section 6(b) hereto; provided that the prior written consent of the Company shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule IV hereto.
8. (a) The Company agrees to indemnify and hold harmless each Underwriter, the officers, directors, employees and agents of such Underwriter, and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof, or in the Prospectus, any preliminary prospectus, any Permitted Free Writing Prospectus or other free writing prospectus used by the Company or any agent of the Company (other than any Underwriter) or the information contained in the final term sheet as required to be prepared and filed pursuant to Section 6(b) hereof, or in any amendment or supplement to any thereof, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, except insofar as such losses, claims, damages or liabilities are caused by or based upon any such untrue statement or omission or alleged untrue statement or alleged omission based upon information furnished to the Company in writing by or on behalf of such Underwriter expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to each such Underwriter, but only with reference to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement or the Prospectus or any amendments or supplements thereto or in any preliminary prospectus or Permitted Free Writing Prospectus. The Company acknowledges that the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and under the heading Underwriting, in (i) the third paragraph related to discounts, (ii) the fifth paragraph related to stabilization, overallotment, concessions and syndicate covering transactions and (iii) the second sentence of the sixth paragraph related to market making activities in the preliminary prospectus constitute the only information furnished by or on behalf of the several Underwriters for inclusion in the Registration Statement, the Prospectus, any amendments or supplements thereto or in any preliminary prospectus or Permitted Free Writing Prospectus.
(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such person (the indemnified party) shall promptly notify the person against whom such indemnity may be sought (the indemnifying party) in writing; and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses
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