Common use of Indemnification for Directed Share Program Clause in Contracts

Indemnification for Directed Share Program. Each of the Company, the Operating Partnership and the Manager agree, jointly and severally, to indemnify and hold harmless the Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (the “Designated 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) 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 in connection with the Directed Share Program arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) arising out of, related to 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 willful misconduct or gross negligence of the Designated Entities.

Indemnification for Directed Share Program. Each of the Company, the Operating Partnership and the Manager agree, jointly and severally, The Company agrees to indemnify and hold harmless the Designated Underwriter Thom▇▇ ▇▇▇s▇▇ ▇▇▇tners and its affiliates and each person, if any, who controls the Designated Underwriter Thom▇▇ ▇▇▇s▇▇ ▇▇▇tners or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Designated "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) (i) arising out of or based upon 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 participants in connection with the Directed Share Program arising out of Program, or based upon caused by any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any Participant participant to pay for and accept delivery of Directed Shares that the Participant participant has agreed to purchase; or (iii) related to, arising out of, related to or in connection with the Directed Share Program, 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 willful misconduct or gross negligence of the Designated Thom▇▇ ▇▇▇s▇▇ ▇▇▇tners Entities.

Indemnification for Directed Share Program. Each of the Company, the Operating Partnership and the Manager agree, jointly and severally, The Company agrees to ------------------------------------------ indemnify and hold harmless the Designated Underwriter and its affiliates ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners and each person, if any, who controls the Designated Underwriter ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Designated "▇▇▇▇▇▇ ▇▇▇▇▇▇ 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) (i) arising out of or based upon caused by any untrue statement or alleged untrue statement of a material fact contained in any the prospectus wrapper material prepared by or with the consent of the Company for distribution to Participants in foreign jurisdictions in connection with the Directed Share Program arising out of attached to the Prospectus or based upon any preliminary prospectus, or caused by any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein statement therein, when considered in conjunction with the Prospectus or any applicable preliminary prospectus, not misleading; misleading or (ii) arising out of or based upon 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, related to or in connection with the Directed Share Program, other than provided that, the Company shall not be responsible under this subparagraph (iii) for any losses, claimsclaim, 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 Designated ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners Entities.

Indemnification for Directed Share Program. Each of the Company, the Operating Partnership and the Manager agree, jointly and severally, The Company agrees to indemnify and hold harmless the Designated Underwriter Robe▇▇▇▇▇ ▇▇▇p▇▇▇▇ ▇▇▇ Banc of America Securities LLC and its their affiliates and each person, if any, who controls the Designated Underwriter Robe▇▇▇▇▇ ▇▇▇p▇▇▇▇ ▇▇ Bank of America Securities LLC or their affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Designated "Underwriter 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) arising out of or based upon 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 participants in connection with the Directed Share Program arising out of Program, or based upon caused by any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any Participant participant to pay for and accept delivery of Directed Shares that the Participant participant has agreed to purchase; or (iii) related to, arising out of, related to or in connection with the Directed Share Program, Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the willful misconduct bad faith or gross negligence of the Designated Underwriter Entities.