Common use of Directed Share Program Indemnification Clause in Contracts

Directed Share Program Indemnification. (i) The TWFG Parties, jointly and severally, agree to indemnify and hold harmless the Directed Share Underwriter, each person, if any, who controls the 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 Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (“Directed Share 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 suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) (a) that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or 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 in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any other materials 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, or are based upon, any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (b) 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 (c) 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 Directed Share Underwriter Entities.

Directed Share Program Indemnification. (ia) The TWFG Parties, jointly and severally, agree Company agrees to indemnify and hold harmless the Directed Share Designated Underwriter, each person, if any, who controls the Directed Share 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 Directed Share Designated Underwriter within the meaning of Rule 405 of the Securities Act (the “Directed Share 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 suit, such action or proceeding or any claim asserted, as such fees and expenses are incurredclaim) (a) that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or 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 in order to make the statements therein, not misleading, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in any other materials 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, 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, in light of the circumstances under which they were made, therein not misleading; (bii) that arise out of, or are based upon, caused by the failure of any Participant to pay for and accept delivery of Directed American Depositary Shares that the Participant agreed to purchasepurchase (including without limitation any funding cost incurred by the Designated Underwriter (including its affiliates) resulting from the advance of funds beginning on the Closing Date until the receipt of the proceeds by the Designated Underwriter (including its affiliates) from the disposition of such Directed American Depositary Shares); (iii) related to any transaction, stamp, capital or other issuance, registration, transaction, transfer, withholding or other taxes or duties incurred by the Designated Underwriter (including its affiliates) in connection with the Directed Share Program; or (civ) 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 Directed Share Designated Underwriter Entities.

Directed Share Program Indemnification. (i) The TWFG Parties, jointly and severally, agree Company agrees to indemnify and hold harmless Barclays Capital Inc., its directors, officers and employees, affiliates of Barclays Capital Inc. who have participated in the distribution of the Directed Share Underwriter, Shares and each person, if any, who controls the Directed Share Underwriter Barclays Capital Inc. within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (each affiliate of the Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (a “Directed Share Underwriter EntitiesBarclays Capital Inc. 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 suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) (a) that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or 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 in order to make the statements therein, not misleading, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in any other materials 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, or are based upon, caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (bii) 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 (ciii) 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 Directed Share Barclays Capital Inc. Entities, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter Entitiesfurnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) above.

Directed Share Program Indemnification. (ia) The TWFG Parties, jointly Company and severally, CME agree to indemnify and hold harmless UBS Warburg and its affiliates, within the Directed Share Underwritermeaning of Rule 405 under the Securities Act, and each person, if any, who controls the Directed Share Underwriter UBS Warburg 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 Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (“Directed Share Underwriter Entities”) "UBS WARBURG 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 suit, such action or proceeding or any claim asserted, as such fees and expenses are incurredclaim) (a) that arise out of, or are based upon, (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the Registration Statement consent of the Company or that arise out ofCME for distribution to Participants in connection with the Directed Share Program, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any other materials 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, or are based upon, any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (bii) 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 has agreed to purchase; or (ciii) 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 UBS Warburg Entities. The parties hereto agree that CME shall only be liable for amounts payable under this Section 10(a) in the Directed Share Underwriter Entitiesevent that (i) the Company is bankrupt or insolvent or (ii) any UBS Warburg Entity shall have obtained a judicial judgment, order or decree (in each case which has not been appealed) for amounts payable to such UBS Warburg Entity under this Section 10(a) (including reimbursement of legal fees or other expenses) and such UBS Warburg Entity shall have made a demand upon the Company for payment of such amounts following such judgment, order or decree, which demand remains unsatisfied for 60 days or more.

Directed Share Program Indemnification. (ia) The TWFG Parties, jointly and severally, agree Company agrees to indemnify and hold harmless the Directed Share UnderwriterXxxxxx Xxxxxxx, each person, if any, who controls the Directed Share Underwriter 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 Directed Share Underwriter Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act (“Directed Share Underwriter Xxxxxx Xxxxxxx Entities”) and CIBC, each person, if any, who controls CIBC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of CIBC within the meaning of Rule 405 of the Securities Act (“CIBC Entities” and together with the Xxxxxx Xxxxxxx Entities, collectively, the “DSP 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 suit, such action or proceeding or any claim asserted, as such fees and expenses are incurredclaim) (ai) that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or 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 in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any other materials 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, upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading; (bii) 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 (ciii) 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 Directed Share Underwriter DSP Entities.

Directed Share Program Indemnification. (ia) The TWFG PartiesEach of the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Directed Share UnderwriterXxxxxx Xxxxxxx, each person, if any, who controls the Directed Share Underwriter 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 Directed Share Underwriter Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act (“Directed Share Underwriter 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 suit, such action or proceeding or any claim asserted, as such fees and expenses are incurred) (a) that arise out of, or are based upon, claim): (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the Registration Statement consent of the Company or that arise out of, the Operating Partnership for distribution to Participants in connection with the Directed Share Program or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any other materials 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, or are based upon, any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (bii) 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 (ciii) 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 Xxxxxx Xxxxxxx Entities. Each of the Directed Share Underwriter Entities.Company and the Operating Partnership agrees and confirms that references to “affiliates” of Xxxxxx Xxxxxxx that appear in this Agreement shall be understood to include Mitsubishi UFJ Xxxxxx Xxxxxxx Securities Co., Ltd.

Directed Share Program Indemnification. (ia) The TWFG Parties, jointly and severally, agree Company agrees to indemnify and hold harmless the Directed Share UnderwriterXxxxxx Xxxxxxx, each person, if any, who controls the Directed Share Underwriter 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 Directed Share Underwriter Xxxxxx Xxxxxxx within the meaning of Rule 405 of the Securities Act (“Directed Share Underwriter 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 suit, such action or proceeding or any claim asserted, as such fees and expenses are incurred) (a) that arise out of, or are based upon, claim): (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any DSP Selling Materials or any other reasonably custody letters, documents or other materials prepared for distribution to Participants in connection with the Registration Statement Directed Share Program by or that arise out of, with the consent of the Company or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any other materials 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, or are based upon, any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (bii) 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 (ciii) 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 (x) are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxx Xxxxxxx Entities and (y) arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any DSP Selling Materials or any other reasonably custody letters, documents or other materials prepared for distribution to Participants in connection with the Directed Share Underwriter EntitiesProgram by or with the consent of the Company in reliance upon and in conformity with any information furnished in writing by the Xxxxxx Xxxxxxx Entities expressly for inclusion therein.

Directed Share Program Indemnification. (ia) The TWFG Parties, jointly and severally, agree Company agrees to indemnify and hold harmless the Directed Share each Underwriter, each person, if any, who controls the Directed Share any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Directed Share any Underwriter within the meaning of Rule 405 of under the Securities Act (the “Directed Share 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 suit, such action or proceeding or any claim asserted, as such fees and expenses are incurredclaim) (a) that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or 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 in order to make the statements therein, not misleading, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in any other materials 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, 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, in light of the circumstances under which they were made, not misleading; (bprovided, however, that the Company shall not be liable under this Section 9(a) to the extent that such losses, claims, damages and liabilities are caused by, arise out of, of or are based upon, upon any such untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with the any information furnished to the Company in writing by any Underwriter Entity through the Representatives expressly for use therein; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (ciii) 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 Directed Share Underwriter Entities.

Directed Share Program Indemnification. (ia) The TWFG Parties, jointly and severally, agree Company agrees to indemnify and hold harmless the Directed Share each Underwriter, each person, if any, who controls the Directed Share any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Directed Share any Underwriter within the meaning of Rule 405 of under the Securities Act (the “Directed Share 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 suit, such action or proceeding or any claim asserted, as such fees and expenses are incurredclaim) (a) that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or 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 in order to make the statements therein, not misleading, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in any other materials 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, 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, in light of the circumstances under which they were made, therein not misleading; (bprovided, however, that the Company shall not be liable under this Section 11(a)(i) to the extent that such losses, claims, damages and liabilities are caused by, arise out of, of or are based upon, upon any such untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with the any information furnished to the Company in writing by any Underwriter Entity through Xxxxx expressly for use therein; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (ciii) 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 Directed Share Underwriter Entities.

Directed Share Program Indemnification. (ia) The TWFG Parties, jointly and severally, agree to Company will indemnify and hold harmless the Directed Share UnderwriterXxxxxxx Xxxxx, each person, if any, who controls the Directed Share Underwriter Xxxxxxx Xxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Directed Share Underwriter Xxxxxxx Xxxxx within the meaning of Rule 405 of the Securities Act (“Directed Share Underwriter Xxxxxxx Xxxxx Entities”) from and against any and all losses, claims, damages and or liabilities, joint or several, to which Xxxxxxx Xxxxx Entities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including, without limitation, any legal or other expenses reasonably incurred actions in connection with defending or investigating any suit, action or proceeding or any claim asserted, as such fees and expenses are incurredrespect thereof) (ai) that arise out of, of or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or 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 in order to make the statements therein, not misleading, or (ii) any upon an untrue statement or alleged untrue statement of a material fact contained in any other materials 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, any upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading; misleading (bii) 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; (iii) arise out of the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; or (civ) are related to, arising arise out of, or in connection with the Directed Share Program, and will reimburse the Xxxxxxx Xxxxx Entities for any legal or other than losses, claims, damages expenses reasonably incurred by the Xxxxxxx Xxxxx Entities in connection with investigating or liabilities (defending any such action or claim as such expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of the Directed Share Underwriter Entitiesincurred.