Common use of Directed Share Program Indemnification Clause in Contracts

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

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

Directed Share Program Indemnification. The Company agrees and the Controlling Shareholder, jointly and severally, agree to indemnify and hold harmless Credit Suisse Securities (USA) LLCthe DSP Underwriter, its affiliates, directors and officers and each person, if any, who controls Credit Suisse Securities (USA) LLC the DSP Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the DSP Underwriter within the meaning of Rule 405 of the Securities Act (each a collectively, “Credit Suisse Securities (USA) LLC EntityDSP Underwriter Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal fees and or other expenses reasonably incurred in connection with defending or investigating any suit, such action or proceeding or any claim asserted, as such fees and expenses are incurredclaim) (iA) 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, therein not misleading; (iiB) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iiiC) 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 Credit Suisse Securities (USA) LLC DSP Underwriter Entities.

Directed Share Program Indemnification. The Without limitation of and in addition to its obligation under the other paragraphs of this Section 6, the Company agrees to indemnify and hold harmless Credit Suisse Securities (USA) LLCUBS Financial Services Inc., its affiliatespartners, directors directors, officers, Affiliates and officers its selling agents and each person, if any, who controls Credit Suisse Securities (USA) LLC UBS Financial Services Inc. within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act (each a “Credit Suisse Securities (USA) LLC Entity”) from 1934 Act, and the successors and assigns of all of the foregoing persons, against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense (including, without limitation, any legal fees and or other expenses reasonably incurred in connection with defending defending, investigating or investigating settling any suit, such action or proceeding or any claim assertedclaim), as such fees and expenses are incurred) , (i) caused by arising out of or based upon the violation of any applicable laws or regulations of jurisdictions outside the United States where the Directed Securities have been offered; (ii) arising out of or based upon 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 Invitees in connection with the offering of the Directed Share Program Securities 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, therein not misleading; (iiiii) caused by the failure of any Participant Invitee to pay for and accept delivery of the Directed Shares Securities that have been orally confirmed for purchase by any Invitee by the Participant agreed to purchaseend of the business day on which this Agreement is executed; or (iiiiv) otherwise related to, arising out ofof or based upon, or in connection with the offering of 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 Credit Suisse Securities (USA) LLC EntitiesSecurities.

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

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

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

Directed Share Program Indemnification. The Without limitation of and in addition to its obligation under the other paragraphs of this Section 6, the Company agrees to indemnify and hold harmless Credit Suisse Securities (USA) LLCUBS AG, its affiliatespartners, directors directors, officers, Affiliates and officers its selling agents and each person, if any, who controls Credit Suisse Securities (USA) LLC UBS AG within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act (each a “Credit Suisse Securities (USA) LLC Entity”) from 1934 Act, and the successors and assigns of all of the foregoing persons, against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense (including, without limitation, any legal fees and or other expenses reasonably incurred in connection with defending defending, investigating or investigating settling any suit, such action or proceeding or any claim assertedclaim), as such fees and expenses are incurred) , (i) caused by arising out of or based upon the violation of any applicable laws or regulations of jurisdictions outside the United States where the Directed Securities have been offered; (ii) arising out of or based upon 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 Invitees in connection with the offering of the Directed Share Program Securities 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, therein not misleading; (iiiii) caused by the failure of any Participant Invitee to pay for and accept delivery of the Directed Shares Securities that have been orally confirmed for purchase by any Invitee [by the Participant agreed to purchaseend of the business day on which this Agreement is executed]; or (iiiiv) otherwise related to, arising out ofof or based upon, or in connection with the offering of 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 Credit Suisse Securities (USA) LLC EntitiesSecurities.

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

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless Credit Suisse Securities (USA) LLCthe Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls Credit Suisse Securities (USA) LLC the Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Credit Suisse Securities (USA) LLC Directed Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, 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 reasonably promptly after 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 fraud, bad faith faith, willful misconduct or gross negligence of the Credit Suisse Securities (USA) LLC Directed Share Underwriter Entities.

Directed Share Program Indemnification. The In connection with the offer and sale of the Directed Shares, the Company agrees to indemnify and hold harmless Credit Suisse Securities (USA) LLCthe Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls Credit Suisse Securities (USA) LLC the Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Credit Suisse Securities (USA) LLC Directed Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable and documented legal fees and or other expenses reasonably 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 Credit Suisse Securities (USA) LLC Directed Share Underwriter Entities.

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

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless Credit Suisse Securities (USA) LLCthe Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls Credit Suisse Securities (USA) LLC the Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Credit Suisse Securities (USA) LLC Directed Share Underwriter 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 Credit Suisse Securities (USA) LLC Entitiesany Directed Share Underwriter Entity.

Directed Share Program Indemnification. The Company agrees Each Shake Shack Party agrees, jointly and severally, to indemnify and hold harmless Credit Suisse Securities (USA) LLCthe Representatives, its their respective affiliates, directors and officers and each person, if any, who controls Credit Suisse Securities (USA) LLC the Representatives within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Credit Suisse Securities (USA) LLC DSP Indemnified Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal fees and other expenses reasonably 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 Credit Suisse Securities (USA) LLC DSP Indemnified Entities.

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

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless Credit Suisse ▇.▇. ▇▇▇▇▇▇ Securities (USA) LLC, its affiliates, directors and officers and each person, if any, who controls Credit Suisse ▇.▇. ▇▇▇▇▇▇ Securities (USA) LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of ▇.▇. ▇▇▇▇▇▇ Securities LLC within the meaning of Rule 405 of the Securities Act (each a “Credit Suisse ▇.▇. ▇▇▇▇▇▇ Securities (USA) LLC Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal fees and or other expenses reasonably incurred in connection with defending or investigating any suit, such action or proceeding or any claim asserted, as such fees and expenses are incurredclaim) (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, therein 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 faith, willful misconduct or gross negligence of the Credit Suisse ▇.▇. ▇▇▇▇▇▇ Securities (USA) LLC EntitiesLLC.

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