Common use of Directed Share Program Indemnification Clause in Contracts

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless UBS Securities LLC, its affiliates, their respective directors and officers and each person, if any, who controls UBS Securities LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “UBS Securities 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 UBS Securities LLC Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless UBS Securities LLCthe Directed Share Underwriter, its affiliates, their respective directors and officers and each person, if any, who controls UBS Securities 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 “UBS Securities 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 UBS Securities LLC Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless UBS Securities LLCthe Directed Share Underwriter, its affiliates, their respective directors and officers and each person, if any, who controls UBS Securities 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 “UBS Securities 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 UBS Securities LLC Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless UBS Securities LLCthe Directed Share Underwriter, its affiliates, their respective directors and officers and each person, if any, who controls UBS Securities 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 “UBS Securities 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 UBS Securities LLC Entitiesany Directed Share Underwriter Entity.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless UBS Securities LLCUBS-FinSvc, its affiliates, their respective directors and officers and each person, if any, who controls UBS Securities LLC UBS-FinSvc within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “UBS Securities 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 UBS Securities LLC Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless UBS Securities LLCthe Directed Share Underwriter, its affiliates, their respective directors and officers and each person, if any, who controls UBS Securities 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 “UBS Securities 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 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 the 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 UBS Securities LLC Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless UBS Securities LLCthe Directed Share Underwriter, its affiliates, their respective directors and officers and each person, if any, who controls UBS Securities 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 “UBS Securities LLC Directed Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal 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 UBS Securities 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 UBS Securities LLCthe DSP Underwriter, its affiliates, their respective directors and officers and each person, if any, who controls UBS Securities 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, “UBS Securities LLC EntityDSP Underwriter Entities”) 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) (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 UBS Securities LLC DSP Underwriter Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless UBS Securities LLCthe Directed Share Underwriter, its affiliates, their respective directors and officers and each person, if any, who controls UBS Securities 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 “UBS Securities LLC Directed Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable 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 UBS Securities LLC Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless UBS ▇.▇. ▇▇▇▇▇▇ Securities LLC, its affiliates, their respective directors and officers and each person, if any, who controls UBS Securities LLC such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each each, a “UBS Securities LLC JPM 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 UBS Securities LLC JPM Entities.

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