Common use of Indemnification for Directed Share Program Clause in Contracts

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC and each person, if any, who controls T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (“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) (i) 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 or any preliminary 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 Prospectus or any applicable preliminary prospectus, not misleading; (ii) 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 (iii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (iii) 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 T▇▇▇▇▇▇ W▇▇▇▇▇▇ Partners LLC and each person, if any, who controls T▇▇▇▇▇▇ W▇▇▇▇▇▇ Partners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (“T"▇▇▇▇▇▇ W▇▇▇▇▇▇ Partners Entities”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) 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 or any preliminary 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 Prospectus or any applicable preliminary prospectus, not misleading; (ii) 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 (iii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (iii) 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. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners hereby agrees in connection with any losses, claims, damages or liabilities for which indemnification is sought pursuant to Section 8.6(ii) or (iii) above, that it shall act in good faith and in a reasonable commercial manner to mitigate any such losses, claims, damages and liabilities.