Common use of Indemnification for Directed Share Program Clause in Contracts

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and each person, if any, who controls ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (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) (a) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus or the Time of Sale Disclosure Package, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, any applicable preliminary prospectus or the Time of Sale Disclosure Package, not misleading; (b) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (c) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (c) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Entities.

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ & Co. tners and each person, if any, who controls ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ & Co. tners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "▇▇▇THOM▇▇ ▇▇▇S▇▇ ▇▇▇▇ EntitiesTNERS 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) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ tners Entities.]

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners LLC and each person, if any, who controls ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "“▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners 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) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Entities.

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ & Co. tners LLC and each person, if any, who controls ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ & Co. tners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "▇▇▇THOM▇▇ ▇▇▇S▇▇ ▇▇▇▇ EntitiesTNERS 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) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ tners Entities.

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Thomas Weisel Partners LLC and each person, if any, who controls ▇▇▇▇Thoma▇ ▇▇▇▇e▇ ▇▇▇ & Co. ▇▇ners LLC within the meaning of either Section 15 of the Securities ▇▇▇ ▇▇c▇▇▇▇▇▇s Act or Section 20 of the Exchange Act (the "▇▇▇▇▇ ▇▇▇▇▇▇▇ EntitiesTHOMAS WEISEL PARTNERS ENTITIES"), from and against any and all losses, claims▇▇▇▇m▇, damages ▇▇▇ages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package or prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus Prospectus or the Time of Sale Disclosure PackagePreliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the ProspectusDisclosure Package, any applicable preliminary prospectus the Prospectus or the Time of Sale Disclosure PackagePreliminary Prospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Thomas Weisel Partners Entities.

Indemnification for Directed Share Program. The Company agrees ------------------------------------------ to indemnify and hold harmless ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners and each person, if any, who controls ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners 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) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Entities.]

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners LLC and each person, if any, who controls ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners 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) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; , (bii) caused by the failure of any Participant to pay for and accept delivery of the shares whichthat, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; purchase or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph clause (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Entities.

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ & Co. tners and each person, if any, who controls ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ & Co. tners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "▇▇▇THOM▇▇ ▇▇▇S▇▇ ▇▇▇▇ EntitiesTNERS 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) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ tners Entities.

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless T▇▇▇▇▇ ▇▇W▇▇▇▇▇ & Co. Partners LLC and each person, if any, who controls T▇▇▇▇▇ ▇▇W▇▇▇▇▇ & Co. Partners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "“T▇▇▇▇▇ ▇▇W▇▇▇▇▇ Partners 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) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package or prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus Prospectus or the Time of Sale Disclosure PackagePreliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the ProspectusDisclosure Package, any applicable preliminary prospectus the Prospectus or the Time of Sale Disclosure PackagePreliminary Prospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of T▇▇▇▇▇ ▇▇W▇▇▇▇▇ Partners Entities.

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners and each person, if any, who controls ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners 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) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Entities.

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners and each person, if any, who controls ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EntitiesPARTNERS 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) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided PROVIDED that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners Entities.]

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ & Co. tners and each person, if any, who controls ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ & Co. tners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ tners 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) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of ▇▇▇Thom▇▇ ▇▇▇s▇▇ ▇▇▇▇ tners Entities.