Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. and each person, if any, who controls Xxxxx Xxxxxxx & Co. within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx 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) (a) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus or the Time of Sale Disclosure Package, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, any applicable preliminary prospectus or the Time of Sale Disclosure Package, not misleading; (b) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (c) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (c) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Entities.
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Xxxxxxxxx Xxxxxxxx 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) 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; (ii) 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 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 Xxxxxxxxx Xxxxxxxx Entities.
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Xxxxxxxxx Xxxxxxxx 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) 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; (ii) the failure of any participant to pay for and accept delivery of
Indemnification for Directed Share Program. 14 7.5. Contribution Agreement..........................................15 7.6.
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Xxxxxxxxx Xxxxxxxx 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) 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 any Directed Share Program approved by the Underwriters, 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; (ii) 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 any Directed Share Program approved by the Underwriters other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or willful misconduct of Xxxxxxxxx Xxxxxxxx Entities. The indemnity agreement set forth in this Section 7(j) shall be in addition to any liabilities that the Company may otherwise have.
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless FleetBoston Xxxxxxxxx Xxxxxxxx Inc. and its affiliates and each person, if any, who controls FleetBoston Xxxxxxxxx Xxxxxxxx Inc. or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Xxxxxxxxx Xxxxxxxx Entities") and Societe General and its affiliates and each person, if any, who controls Societe General or its affiliates within the meaning of either Section 15 of the Securities Act of Section 20 of the Exchange Act (Societe General 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) 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; (ii) 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 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 either the Xxxxxxxxx Xxxxxxxx Entities or the Societe General Entities, as the case may be.
Indemnification for Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company and the Bank, jointly and severally, agree to indemnify and hold harmless each Underwriter, its Affiliates, selling agents, officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating, or settling any such action or claim) as incurred by them (i) caused by the failure of any Directed Share Participant to pay for and accept delivery of Directed Shares which have been orally confirmed by the end of the first business day following the date of this Underwriting Agreement or (ii) related to, or arising out of or in connection with, the offering of the Directed Shares, 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 any Underwriter.
Indemnification for Directed Share Program. Under no circumstances will Lehmxx Xxxthers or any other Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with the Directed Share Program. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers and the other Underwriters from and against any loss, claim, damage, expense, liability
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless the Underwriters and their affiliates and each person, if any, who controls any of the Underwriters or their respective affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("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) caused by any untrue statement or alleged untrue statement of a material
Indemnification for Directed Share Program. 17 (e) Contribution Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 (f)
