Common use of Directed Share Program Indemnification Clause in Contracts

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless ▇.▇. ▇▇▇▇▇▇, each person, if any, who controls ▇.▇. ▇▇▇▇▇▇ within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of ▇.▇. ▇▇▇▇▇▇ within the meaning of Rule 405 of the Securities Act (“▇.▇. ▇▇▇▇▇▇ Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (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 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 ▇.▇. ▇▇▇▇▇▇ Entities.

Directed Share Program Indemnification. The Company agrees to indemnify indemnify, defend and hold harmless ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇, each person, if any, who controls ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ within with- in the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ within the meaning of Rule 405 of the Securities Act (collectively, the “▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (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 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 ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Entities.

Directed Share Program Indemnification. The Company agrees to indemnify and hold harmless ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇, each person, if any, who controls ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇ within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇ within the meaning of Rule 405 of the Securities Act (“▇.▇. ▇▇▇▇▇ ▇▇▇▇▇ Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (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 (after review by its counsel) 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 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 ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇ Entities.

Directed Share Program Indemnification. The Each of the Company agrees and ▇▇▇▇▇▇▇▇ ▇▇▇▇ agree to indemnify and hold harmless ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇, each person, if any, who controls ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ within the meaning of Rule 405 of the Securities Act (“▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (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 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 ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Entities.

Directed Share Program Indemnification. The Company agrees to indemnify indemnify, defend and hold harmless ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇, each person, if any, who controls ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ within the meaning of Rule 405 of the Securities Act (collectively, the “▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (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 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 ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Entities.