Common use of Directed Share Program Indemnification Clause in Contracts

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree to indemnify and hold harmless the DSP Underwriter, each person, if any, who controls the 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 DSP Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “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) (A) 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; (B) caused by 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 DSP Underwriter Entities.

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless the DSP Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP a “Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “DSP Underwriter EntitiesEntity”) 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) (Ai) 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; (Bii) 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 DSP Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless the DSP Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP a “Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “DSP Underwriter EntitiesEntity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonably incurred and documented 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 reasonably incurred and documented fees and expenses are incurred) (Ai) 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; (Bii) 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 DSP Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless the DSP UnderwriterBarclays Capital Inc., its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP Underwriter within the meaning of Rule 405 of the Securities Act (collectively, a “DSP Underwriter EntitiesBarclays Capital Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable and documented 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) (Ai) 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; (Bii) 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 DSP Underwriter Barclays Capital Entities.

Directed Share Program Indemnification. The In connection with the offer and sale of the Directed Shares, the Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless the DSP Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP a “Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “DSP Underwriter EntitiesEntity”) 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) (Ai) 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; (Bii) 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 DSP Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless the DSP Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP a “Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “DSP Underwriter EntitiesEntity”) 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) (Ai) 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; (Bii) 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 DSP any Directed Share Underwriter EntitiesEntity.

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless harmless, to the DSP fullest extent permitted by law, the Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP a “Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “DSP Underwriter EntitiesEntity”) 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) (Ai) 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; (Bii) 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 DSP Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company and the Controlling ShareholderEach Shake Shack Party agrees, jointly and severally, agree to indemnify and hold harmless the DSP UnderwriterRepresentatives, their respective affiliates, directors and officers and each person, if any, who controls the DSP Underwriter Representatives within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (each affiliate of the DSP Underwriter within the meaning of Rule 405 of the Securities Act (collectively, a “DSP Underwriter EntitiesIndemnified 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) (Ai) 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; (Bii) 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 DSP Underwriter Indemnified Entities.

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless the DSP UnderwriterUBS Securities LLC, its affiliates, their respective directors and officers and each person, if any, who controls the DSP Underwriter 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 DSP Underwriter within the meaning of Rule 405 of the a “UBS Securities Act (collectively, “DSP Underwriter 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) (Ai) 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; (Bii) 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 DSP Underwriter UBS Securities LLC Entities.

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless the DSP Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP a “Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “DSP Underwriter EntitiesEntity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable and documented legal or fees and other reasonable expenses reasonably incurred in connection with defending or investigating any such suit, action or claimproceeding or any claim asserted, reasonably promptly after such fees and expenses are incurred) (Ai) 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; (Bii) 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 fraud, bad faith faith, willful misconduct or gross negligence of the DSP Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless the DSP Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP a “Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “DSP Underwriter EntitiesEntity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable and documented legal or fees and other reasonable expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, promptly after such fees and expenses are incurred): (Ai) 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; (Bii) 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, 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 DSP Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless the DSP Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP a “Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “DSP Underwriter EntitiesEntity”) 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) (Ai) 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; (Bii) 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 DSP Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company and the Controlling ShareholderBRP Parties agree, jointly and severally, agree to indemnify and hold harmless the DSP Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP a “Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “DSP Underwriter EntitiesEntity”) 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) (Ai) 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; (Bii) 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 DSP Directed Share Underwriter Entities.

Directed Share Program Indemnification. The Company and the Controlling Shareholder, jointly and severally, agree agrees to indemnify and hold harmless the DSP Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the DSP 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 DSP a “Directed Share Underwriter within the meaning of Rule 405 of the Securities Act (collectively, “DSP Underwriter EntitiesEntity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or reasonable and documented 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) (Ai) 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; (Bii) 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 DSP Directed Share Underwriter Entities.