Common use of Directed Share Program Indemnification Clause in Contracts

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless ▇.▇. ▇▇▇▇▇▇ Securities LLC, its affiliates, directors and officers and each person, if any, who controls ▇.▇. ▇▇▇▇▇▇ Securities LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “▇.▇. ▇▇▇▇▇▇ Securities LLC Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonably incurred and documented legal fees and other expenses incurred in connection with defending or investigating any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program 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, in light of the circumstances under which they were made, not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of the ▇.▇. ▇▇▇▇▇▇ Securities LLC Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless ▇.▇. ▇▇▇▇▇▇ Securities LLC, the Directed Share Underwriter and its affiliates; directors, directors officers and officers employees of the Directed Share Underwriter and its affiliates; and each person, if any, who controls ▇.▇. ▇▇▇▇▇▇ Securities LLC the Directed Share Underwriter or any of its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act; (each a “▇.▇. ▇▇▇▇▇▇ Securities LLC Directed Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonably incurred reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with defending or investigating any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program 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, in light of the circumstances under which they were made, not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of the ▇.▇. ▇▇▇▇▇▇ Securities LLC Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless ▇.▇. ▇▇▇▇▇▇ Securities LLC, its affiliates, directors and officers and each person, if any, who controls ▇.▇. ▇▇▇▇▇▇ Securities LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a ““ ▇.▇. ▇▇▇▇▇▇ Securities LLC Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonably incurred any reasonable and documented legal fees and other reasonable expenses incurred in connection with defending or investigating any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program 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, in light of the circumstances under which they were made, not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of the ▇.▇. ▇▇▇▇▇▇ Securities LLC Entities.