Common use of Directed Share Program Indemnification Clause in Contracts

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless D. A. Davidson, each person, if any, who controls D. A. Davidson within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON 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 D. A.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless D. A. DavidsonXxxxxx Xxxxxxx, each person, if any, who controls D. A. Davidson Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"“Xxxxxx Xxxxxxx 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 D. A.Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Without limitation of and in addition to its obligation under the other paragraphs of this Section 6, the Company agrees to indemnify and hold harmless D. A. DavidsonUBS Financial Services Inc., its partners, directors, officers, Affiliates and its selling agents and each person, if any, who controls D. A. Davidson UBS Financial Services Inc. within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, and each affiliate the successors and assigns of D. A. Davidson within the meaning of Rule 405 all of the Securities Act ("D. A. DAVIDSON ENTITIES") from and foregoing persons, against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending defending, investigating or investigating settling any such action or claim) ), as incurred, (i) caused by arising out of or based upon the violation of any applicable laws or regulations of jurisdictions outside the United States where the Directed Securities have been offered; (ii) 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 Invitees in connection with the offering of the Directed Share Program Securities 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; (iiiii) caused by the failure of any Participant Invitee to pay for and accept delivery of the Directed Shares Securities that have been orally confirmed for purchase by any Invitee by the Participant agreed to purchaseend of the business day on which this Agreement is executed; or (iiiiv) otherwise related to, arising out ofof or based upon, or in connection with the offering of 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 D. A.Securities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless D. A. DavidsonXxxxxx Xxxxxxx, each person, if any, who controls D. A. Davidson Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"collectively, the “Xxxxxx Xxxxxxx 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 D. A.the Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Without limitation of and in addition to its obligation under the other paragraphs of this Section 6, the Company agrees to indemnify and hold harmless D. A. DavidsonUBS AG, its partners, directors, officers, Affiliates and its selling agents and each person, if any, who controls D. A. Davidson UBS AG within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, and each affiliate the successors and assigns of D. A. Davidson within the meaning of Rule 405 all of the Securities Act ("D. A. DAVIDSON ENTITIES") from and foregoing persons, against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending defending, investigating or investigating settling any such action or claim) ), as incurred, (i) caused by arising out of or based upon the violation of any applicable laws or regulations of jurisdictions outside the United States where the Directed Securities have been offered; (ii) 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 Invitees in connection with the offering of the Directed Share Program Securities 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; (iiiii) caused by the failure of any Participant Invitee to pay for and accept delivery of the Directed Shares Securities that have been orally confirmed for purchase by any Invitee [by the Participant agreed to purchaseend of the business day on which this Agreement is executed]; or (iiiiv) otherwise related to, arising out ofof or based upon, or in connection with the offering of 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 D. A.Securities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless D. A. DavidsonXxxxxx Xxxxxxx, each person, if any, who controls D. A. Davidson Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"“Xxxxxx Xxxxxxx 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 that 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 Participants in connection with the Directed Share Program or caused by that 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; (ii) caused by that arise out of, or are 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, 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 D. A.Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless D. A. DavidsonXxxxxxx Xxxxx, each person, if any, who controls D. A. Davidson Xxxxxxx Xxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson Xxxxxxx Xxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"“Xxxxxxx Xxxxx 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 D. A.Xxxxxxx Xxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless D. A. Davidson, Xxxxxx Xxxxxxx and each person, if any, who controls D. A. Davidson Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON XXXXXX XXXXXXX 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 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 has 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 D. A.the Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless D. A. DavidsonXxxxxx Xxxxxxx, each person, if any, who controls D. A. Davidson Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"“Xxxxxx Xxxxxxx Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable and documented legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by that 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 Participants in connection with the Directed Share Program or caused by 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 therein, in light of the circumstances under which they were made, not misleading; (ii) caused by that arise out of, or are 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, 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 D. A.Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless D. A. DavidsonXxxxxx Xxxxxxx, each person, if any, who controls D. A. Davidson Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON XXXXXX XXXXXXX 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 D. A.Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify indemnify, defend and hold harmless D. A. DavidsonXxxxxx Xxxxxxx, each person, if any, who controls D. A. Davidson Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"( “Xxxxxx Xxxxxxx 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 D. A.Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify indemnify, defend and hold harmless D. A. DavidsonXxxxxx Xxxxxxx, each person, if any, who controls D. A. Davidson Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"collectively, the “Xxxxxx Xxxxxxx 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 D. A.the Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless D. A. DavidsonX.X. Xxxxxx, each person, if any, who controls D. A. Davidson X.X. Xxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson X.X. Xxxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"“X.X. Xxxxxx 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 D. A.X.X. Xxxxxx Entities.

Directed Share Program Indemnification. (a) The Each of the Company agrees and Xxxxxxxx Xxxx agree to indemnify and hold harmless D. A. DavidsonXxxxxx Xxxxxxx, each person, if any, who controls D. A. Davidson Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"“Xxxxxx Xxxxxxx 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 D. A.Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless D. A. DavidsonXxxxxx Xxxxxxx, its affiliates, directors and officers and each person, if any, who controls D. A. Davidson Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (each affiliate of D. A. Davidson within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"a “DSP 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) (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 therein, in light of the circumstances under which they were made, 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 D. A.the DSP Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify indemnify, defend and hold harmless D. A. DavidsonXxxxxx Xxxxxxx, each person, if any, who controls D. A. Davidson within Xxxxxx Xxxxxxx with- in the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of D. A. Davidson Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act ("D. A. DAVIDSON ENTITIES"collectively, the “Xxxxxx Xxxxxxx 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 D. A.the Xxxxxx Xxxxxxx Entities.