Common use of Directed Share Program Indemnification Clause in Contracts

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless the Directed Share Underwriter and its affiliates; directors, officers and employees of the Directed Share Underwriter and its affiliates; and each person, if any, who controls 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; (each a “Directed Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, 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 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 Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless the Directed Share Underwriter and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, its affiliates; directors, directors and officers and employees of the Directed Share Underwriter and its affiliates; and each person, if any, who controls the Directed Share Underwriter or any of its affiliates ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act; Act (each a “Directed Share Underwriter ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any 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 Directed Share Underwriter ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless the Directed Share Underwriter and ▇.▇. ▇▇▇▇▇▇ Securities LLC, its affiliates; directors, directors and officers and employees of the Directed Share Underwriter and its affiliates; and each person, if any, who controls the Directed Share Underwriter or any of its affiliates ▇.▇. ▇▇▇▇▇▇ Securities LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act; Act (each a “Directed Share Underwriter “ ▇.▇. ▇▇▇▇▇▇ Securities LLC Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any 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 Directed Share Underwriter ▇.▇. ▇▇▇▇▇▇ Securities LLC Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless the Directed Share Underwriter and ▇.▇. ▇▇▇▇▇▇ Securities LLC, its affiliates; directors, directors and officers and employees of the Directed Share Underwriter and its affiliates; and each person, if any, who controls the Directed Share Underwriter or any of its affiliates ▇.▇. ▇▇▇▇▇▇ Securities LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act; Act (each a “Directed Share Underwriter ▇.▇. ▇▇▇▇▇▇ Securities LLC Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable reasonably incurred 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 Directed Share Underwriter ▇.▇. ▇▇▇▇▇▇ Securities LLC Entities.