Common use of Reserved Share Program Indemnification Clause in Contracts

Reserved Share Program Indemnification. In connection with the offer and sale of the Reserved Securities pursuant to the Reserved Share Program, the Company agrees to indemnify and hold harmless Fidelity, its affiliates (within the meaning of Rule 405 under the Securities Act) and selling agents and each person, if any, who controls Fidelity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Fidelity 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) that (i) arise out of, or are based upon, the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered, (ii) arise out of, or are 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 Invitees in connection with the Reserved Share Program or arise out of, or are based upon, 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, (iii) arise out of, or are based upon, the failure of any Invitee to pay for and accept delivery of Reserved Securities which such Invitee had orally confirmed for purchase by 11:59 PM (New York City time) on the date of the Agreement, or (iv) are related to, arise out of, or in connection with, the Reserved Share Program.

Reserved Share Program Indemnification. In connection with the offer and sale of the Reserved Securities pursuant to the Reserved Share Program, the The Company agrees to indemnify and hold harmless Fidelitythe Reserved Share Underwriter, its affiliates (within the meaning of Rule 405 under the Securities Act) affiliates, directors and selling agents officers and each person, if any, who controls Fidelity the Reserved Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the each a “Fidelity EntitiesReserved Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable and documented legal or fees and other reasonable and documented expenses reasonably incurred in connection with defending or investigating any such suit, action or claimproceeding or any claim asserted, as such fees and expenses are incurred) that (i) arise out of, or are based upon, the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered, (ii) arise out of, or are 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 Invitees in connection with the Reserved Share Program or arise out of, or are based upon, 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 therein, in light of the circumstances under which they were made, not misleading, ; (iiiii) arise out of, or are based upon, caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which such that the Invitee had orally confirmed for purchase by 11:59 PM (New York City time) on the date of the Agreement, agreed to purchase; or (iviii) are related to, arise arising out of, or in connection with, with the Reserved 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 Reserved Share Underwriter Entities.

Reserved Share Program Indemnification. In connection with the offer and sale of the Reserved Securities pursuant to the Reserved Share Program, the Company agrees to indemnify and hold harmless Fidelity▇▇▇▇▇▇▇ ▇▇▇▇▇, its affiliates (within the meaning of Rule 405 under the Securities Act) and selling agents and each person, if any, who controls Fidelity ▇▇▇▇▇▇▇ ▇▇▇▇▇ within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Fidelity ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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) that (i) arise out of, or are based upon, the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered, (ii) arise out of, or are 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 Invitees in connection with the Reserved Share Program or arise out of, or are based upon, 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, (iii) arise out of, or are based upon, the failure of any Invitee to pay for and accept delivery of Reserved Securities which such Invitee had orally confirmed for purchase by 11:59 PM (New York City time) on the date of the Agreement, or (iv) are related to, arise out of, or in connection with, the Reserved Share Program.