Common use of Indemnification by UBS Parties Clause in Contracts

Indemnification by UBS Parties. The UBS Parties will indemnify and hold harmless the Company, each of its directors, each of its officers who signed any Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses, joint and several, to which the Company, each of its directors, each of its officers who signed any Registration Statement or any controlling person may become subject (including in settlement of any litigation, if such settlement is effected with the written consent of the UBS Parties) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in such Registration Statement, such Prospectus, or any amendment or supplement thereto, or arise out of or are based upon 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, such Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the UBS Parties expressly for use therein, and will reimburse the Company, each of its directors, each of its officers who signed such Registration Statement and each controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed such Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Appears in 3 contracts

Samples: Purchase Agreement (Highwoods Properties Inc), Purchase Agreement (Crescent Real Estate Equities Inc), Purchase Agreement (Starwood Hotel & Resorts Worldwide Inc)

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Indemnification by UBS Parties. The UBS Parties will indemnify and hold harmless the CompanyCompanies, each of its their directors, each of its their officers who signed any Registration Statement and each person, if any, who controls the Company Companies within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses, joint and several, to which the CompanyCompanies, each of its their directors, each of its their officers who signed any Registration Statement or any controlling person may become subject (including in settlement of any litigation, if such settlement is effected with the written consent of the UBS Parties) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in such Registration Statement, such Prospectus, or any amendment or supplement thereto, or arise out of or are based upon 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, such Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Companies by or on behalf of the UBS Parties expressly for use therein, and will reimburse the CompanyCompanies, each of its their directors, each of its their officers who signed such Registration Statement and each controlling person for any legal and other expense reasonably incurred by the CompanyCompanies, each of its their directors, each of its their officers who signed such Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Appears in 2 contracts

Samples: Purchase Agreement (Wyndham International Inc), Purchase Agreement (Wyndham International Inc)

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Indemnification by UBS Parties. The UBS Parties will indemnify and hold harmless the CompanyXxxxxxxx Entities, each of its directors, each of its officers who signed any Registration Statement and each person, if any, who controls the Company Xxxxxxxx Entities within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses, joint and several, to which the CompanyXxxxxxxx Entities, each of its directors, each of its officers who signed any Registration Statement or any controlling person may become subject (including in settlement of any litigation, if such settlement is effected with the written consent of the UBS Parties) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in such Registration Statement, such Prospectus, or any amendment or supplement thereto, or arise out of or are based upon 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, such Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Xxxxxxxx Entities by or on behalf of the UBS Parties expressly for use therein, and will reimburse the CompanyXxxxxxxx Entities, each of its directors, each of its officers who signed such Registration Statement and each controlling person for any legal and other expense reasonably incurred by the CompanyXxxxxxxx Entities, each of its directors, each of its officers who signed such Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Appears in 1 contract

Samples: Purchase Agreement (Prentiss Properties Trust/Md)

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