Common use of Directed Share Program Indemnification Clause in Contracts

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

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesXxxxxx Xxxxxxx, each person, if any, who controls any of the Representatives Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act (the “Representatives’ 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) that arise out of, or are based upon, 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 arise out of, of or are based upon, 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) that arise out of, or are based upon, 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 are based upon, 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 the Representatives’ EntitiesXxxxxx Xxxxxxx.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesDesignated Underwriter, each person, if any, who controls any of the Representatives Designated Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and Act, each affiliate of the Representatives Designated Underwriter within the meaning of Rule 405 of the Securities Act (the “Representatives’ 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) that arise arising out of, of or are based upon, 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 arise arising out of, of or are based upon, 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) that arise arising out of, of or are based upon, upon the failure of any Participant to pay for and accept delivery of Directed American Depositary 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 the Representatives’ Designated Underwriter Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesDesignated Underwriter and its affiliates (within the meaning of Section 405 under the Securities Act), and their respective directors, officers and employees, and each person, if any, who controls any of the Representatives Designated Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives within the meaning of Rule 405 of the Securities Act (the “Representatives’ 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) that 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 Participants in connection with the Directed 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 not misleading; (ii) that arise out of, or are based upon, 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 the Representatives’ Designated Underwriter Entities.

Directed Share Program Indemnification. (a) The In connection with the offer and sale of the Directed Shares, the Company agrees to indemnify and hold harmless the RepresentativesDirected Share Underwriter, its affiliates, directors and officers and each person, if any, who controls any of the Representatives Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (each affiliate of the Representatives within the meaning of Rule 405 of the Securities Act (the a “Representatives’ EntitiesDirected Share Underwriter Entity”) 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 suit, action or claimproceeding or any claim asserted) (i) that 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 Participants in connection with the Directed 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; (ii) that arise out of, or are based upon, 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 the Representatives’ Directed Share Underwriter Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesXxxxxx Xxxxxxx, each person, if any, who controls any of the Representatives Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act (the “Representatives’ Xxxxxx Xxxxxxx Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred and documented in connection with defending or investigating any such action or claim) (i) 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 arise out of, of or are based upon, 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) 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 the Representatives’ 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 the RepresentativesUBS AG, its partners, directors, officers, Affiliates and its selling agents and each person, if any, who controls any of the Representatives 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 all of the Representatives within the meaning of Rule 405 of the Securities Act (the “Representatives’ 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) that arise arising out of, of or are based upon, 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 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 not misleading; (iiiii) that arise out of, or are based upon, 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 the Representatives’ EntitiesSecurities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesXxxxxx Xxxxxxx, each person, if any, who controls any of the Representatives Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act (the “Representatives’ 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) 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 arise out of, of or are based upon, 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) 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 (iiic) 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 the Representatives’ Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesUBS Securities LLC, its affiliates, their respective directors and officers and each person, if any, who controls any of the Representatives UBS Securities LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (each affiliate of the Representatives within the meaning of Rule 405 of the a “UBS Securities Act (the “Representatives’ EntitiesLLC Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or fees and other 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) that 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 Participants in connection with the Directed 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; (ii) that arise out of, or are based upon, 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 the Representatives’ UBS Securities LLC Entities.

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

Directed Share Program Indemnification. (ai) The Company agrees and the Controlling Shareholder, jointly and severally, agree to indemnify and hold harmless the RepresentativesDSP Underwriter, each person, if any, who controls any of the Representatives DSP Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives DSP Underwriter within the meaning of Rule 405 of the Securities Act (the collectively, “Representatives’ DSP 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) (iA) that 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 Participants in connection with the Directed 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 not misleading; (iiB) that arise out of, or are based upon, caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iiiC) 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 the Representatives’ DSP Underwriter Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesDirected Share Underwriter, its affiliates, directors and officers and each person, if any, who controls any of the Representatives Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (each affiliate of the Representatives within the meaning of Rule 405 of the Securities Act (the a “Representatives’ EntitiesDirected Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable, documented legal or fees and other reasonable, 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) that 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 Participants in connection with the Directed 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; (ii) that arise out of, or are based upon, 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 the Representatives’ Directed Share Underwriter Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the Representatives, Xxxxxxx Xxxxx Xxxxxx Inc. and its affiliates and each person, if any, who controls any of the Representatives Xxxxxxx Xxxxx Barney Inc. or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives within the meaning of Rule 405 of the Securities Act (the “Representatives’ Entities”) "SSB ENTITIES"), from and against any and all losses, claims, damages and liabilities liabilities, joint or several, (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) that arise out of, of or are based upon, 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 Program, or that arise out of, of or are based upon, 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) that arise out of, of or are based upon, upon 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, 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 Representatives’ SSB Entities. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesUBS-FinSvc, its affiliates, directors and officers and each person, if any, who controls any of the Representatives UBS-FinSvc within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (each affiliate of the Representatives within the meaning of Rule 405 of the Securities Act (the a “Representatives’ EntitiesUBS Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other 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) that 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 Participants in connection with the Directed 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; (ii) that arise out of, or are based upon, 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 the Representatives’ UBS Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesDSP Underwriter, each person, if any, who controls any of the Representatives DSP Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives DSP Underwriter within the meaning of Rule 405 of the Securities Act (the “Representatives’ DSP 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) 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 arise out of, of or are based upon, 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) 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 the Representatives’ DSP Underwriter Entities.

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

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesUBS Financial Services Inc., each person, if any, who controls any of the Representatives UBS Financial Services Inc. within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and Act, each affiliate of the Representatives UBS Financial Services Inc. within the meaning of Rule 405 of the Securities Act (the “Representatives’ UBS Entities”) ), and each of their respective directors and officers, 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) ), joint or several, (i) that arise arising out of, of or are based upon, 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 arise arising out of, of or are based upon, 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) that arise out of, or are based upon, 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 the Representatives’ UBS Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesDesignated Underwriter, each person, if any, who controls any of the Representatives Designated Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and Act, each affiliate of the Representatives Designated Underwriter within the meaning of Rule 405 of the Securities Act and each director, officer and employee of any of the foregoing (the each, a “Representatives’ EntitiesDesignated Underwriter Entity”) 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) that 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 Participants in connection with the Directed 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 not misleading; (ii) that arise out of, or are based upon, caused by the failure of any Participant to pay for and accept delivery of Directed Shares ADSs 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 the Representatives’ Designated Underwriter Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesDirected Share Underwriter, its affiliates, directors and officers and each person, if any, who controls any of the Representatives Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (each affiliate of the Representatives within the meaning of Rule 405 of the Securities Act (the a “Representatives’ EntitiesDirected Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable documented legal or fees and other reasonable 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) that 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 Participants in connection with the Directed 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; (ii) that arise out of, or are based upon, 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 the Representatives’ Directed Share Underwriter Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesXxxxxx Xxxxxxx, each person, if any, who controls any of the Representatives Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act (the “Representatives’ 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) that arise out of, of or are based upon, on 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 that arise out of, of or are based upon, on 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) that arise out of, of or are based upon, on 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 the Representatives’ Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees Each StepStone Party agrees, jointly and severally, to indemnify and hold harmless the Representatives, Xxxxxx Xxxxxxx and each person, if any, who controls any of the Representatives Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act (the “Representatives’ 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) 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 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) 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 the Representatives’ Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesXxxxxx Xxxxxxx, each person, if any, who controls any of the Representatives Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act (the “Representatives’ 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) that arise arising out of, of or are based upon, 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 arise arising out of, of or are based upon, 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) that arise arising out of, of or are based upon, 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 the Representatives’ Xxxxxx Xxxxxxx Entities.

Directed Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless the RepresentativesDSP Underwriter, each person, if any, who controls any of the Representatives DSP Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Representatives DSP Underwriter within the meaning of Rule 405 of the Securities Act (the “Representatives’ DSP Underwriter Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred and documented in connection with defending or investigating any such action or claim) (i) 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 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) 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 the Representatives’ DSP Underwriter Entities.