Common use of Directed Share Program Indemnification Clause in Contracts

Directed Share Program Indemnification. (a) The Company hereby agrees to indemnify and hold harmless the Designated Underwriter, its affiliates, directors and officers and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Designated Underwriter Entities”) from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, affiliate, director, officer, or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) 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 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, 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 Designated Underwriter Entities.

Directed Share Program Indemnification. (a) The Company hereby agrees to shall indemnify and hold harmless the Designated UnderwriterBarclays Capital Inc. (including its directors, its affiliates, directors officers and officers employees) and each person, if any, who controls the Designated Underwriter Barclays Capital Inc. within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Designated Underwriter Barclays Capital Entities”) ), from and against any loss, claim, damage or liability, joint or several, liability or any action in respect thereof, (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), thereof to which that Underwriter, affiliate, director, officer, or controlling person any of the Barclays Capital Entities may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action (i) arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent approval of the Company for distribution to Directed Share 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 required to be stated therein or necessary to make the statements therein not misleading; , (ii) that arise arises out of of, or are is based upon upon, the failure of any the Directed Share Participant to pay for and accept delivery of Directed Shares that the Directed Share Participant agreed to purchase; purchase or (iii) is otherwise related to, arising out of, based upon or in connection with to the Directed Share Program; provided, other than lossesthat the Company shall not be liable under this clause (iii) for any loss, claimsclaim, damages damage, liability or liabilities (or expenses relating thereto) action that are finally judicially is determined in a final judgment by a court of competent jurisdiction to have resulted from the bad faith or gross negligence or willful misconduct of the Designated Underwriter Barclays Capital Entities. The Company shall reimburse the Barclays Capital Entities promptly upon demand for any legal or other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred.

Directed Share Program Indemnification. (ai) The Company hereby agrees Each Definitive Party agrees, jointly and severally, to indemnify and hold harmless the Designated Underwriter, its affiliates, directors and officers and each person, if any, who controls the Designated Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Designated Underwriter Entities”) from and against any losslosses, claimclaims, damage or liability, joint or several, or any action in respect thereof, (including, but not limited to, any loss, claim, damage, liability or action relating to purchases damages and sales of Stock), liabilities to which that Underwriter, affiliate, director, officer, or controlling person the Directed Share Underwriter may become subject, under the Securities Act or otherwise, insofar as such losslosses, claim, damage, liability claims damages or action arises liabilities (or actions in respect thereof) (x) arise out of, of or is are based upon, (i) any upon an untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company Definitive Parties for distribution to Participants in connection with the Directed Share Program or that arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iiy) 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 (iiiz) are related to, arising arise out of, based upon of or are in connection with the Directed Share Program, and will reimburse the Directed Share Underwriter for any legal or other than lossesexpenses reasonably incurred by the Directed Share Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, claimshowever, damages that with respect to clauses (y) and (z) above, the Definitive Parties shall not be liable in any such case to the extent that any such loss, claim, damage or liabilities (or expenses relating thereto) that are liability is finally judicially determined to have resulted from the bad faith or gross negligence of the Designated Underwriter EntitiesDirected Share Underwriter.

Directed Share Program Indemnification. (a) The Company hereby agrees and the Parent, jointly and severally, agree to indemnify and hold harmless Citigroup Global Markets Inc., the Designated Underwriterdirectors, its affiliatesofficers, directors employees and officers agents of Citigroup Global Markets Inc. and each person, if any, person who controls the Designated Underwriter Citigroup Global Markets Inc. within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of Citigroup Global Markets Inc. within the meaning of Rule 405 of the Securities Act (the “Designated Underwriter Citigroup Entities”) from and against any lossand all losses, claimclaims, damage damages and liabilities to which they may become subject under the Securities Act, the Exchange Act or liabilityother Federal or state statutory law or regulation, joint at common law or several, or any action in respect thereof, otherwise (including, but not limited towithout limitation, any loss, legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, affiliate, director, officer, or controlling person may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises out of, liabilities (or is based upon, actions in respect thereof) (i) 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 or the Parent 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 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 securities which immediately following the Effective Date of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (iii) related to, arising out of, based upon or in connection with the Directed Share Program, other than lossesexcept that this clause (iii) shall not apply to the extent that such loss, claimsclaim, damages damage or liabilities (or expenses relating thereto) that are liability is finally judicially determined to have resulted primarily from the bad faith or gross negligence or willful misconduct of the Designated Underwriter Citigroup Entities.

Directed Share Program Indemnification. (a) The Each of the Company hereby agrees to and the Joint Venture will jointly and severally indemnify and hold harmless the Designated Directed Share Underwriter, its affiliates, directors directors, officers and officers employees and each person, if any, who controls the Designated Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the each, a “Designated Directed Share Underwriter EntitiesEntity”) from and ), against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof, (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, affiliate, director, officer, or controlling person the Directed Share Underwriter Entity may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, liability damages or action arises out of, liabilities (or is based upon, actions in respect thereof) (i) any arise out of or are based upon an 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 or are based upon any the 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 relate to, arising arise out of, are based upon or are in connection with the Directed Share Program, and will reimburse the Directed Share Underwriter Entities for any legal or other than lossesexpenses reasonably incurred by the Directed Share Underwriter Entities in connection with investigating or defending any such action or claim as such expenses are incurred; provided, claimshowever, damages that the Company and the Joint Venture shall not be liable under this clause (iii) to the extent that any such loss, claim, damage or liabilities (or expenses relating thereto) that are liability is finally judicially determined to have resulted from the bad faith or gross negligence of the Designated Directed Share Underwriter Entities.

Directed Share Program Indemnification. (a) The Company hereby agrees to indemnify and hold harmless the Designated Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the Designated Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the each a “Designated Directed Share Underwriter EntitiesEntity”) from and against any losslosses, claimclaims, damage damages or liabilityliabilities, joint or several, or any action in respect thereof, (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, affiliate, director, officer, or controlling person any such Directed Share Underwriter Entity may become subject, under the Securities Act or otherwiseotherwise (including, insofar without limitation, any documented legal fees and other expenses reasonably incurred in connection with defending or investigating any suit, action or proceeding or any claim asserted, as such loss, claim, damage, liability or action arises out of, or is based upon, fees and expenses are incurred) in each case (i) any that arise out of or are based upon an 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 or are based upon any an 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, based upon or in connection with the Directed Share Program, other than lossesprovided, however, that the Company will not be liable to the extent any such losses claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith willful misconduct or gross negligence of the Designated Directed Share Underwriter Entities.