Common use of Indemnification for Reserved Securities Clause in Contracts

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, the “Indemnified Parties”), 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, (i) arising out of any untrue statement or alleged untrue statement of a material fact contained in any other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities 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) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (New York City time) on the first business day after the date of the Agreement or (iii) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided that no indemnification shall be available under this section (e) for any loss, liability, claim, damage or expense which shall have been finally judicially determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of any Indemnified Party.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company agrees Enbridge Parties, jointly and severally, agree to indemnify and hold harmless the UnderwritersXxxxxxx Xxxxx, their its Affiliates and selling agents and each person, if any, who controls any Underwriter of the foregoing within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, the “Indemnified Xxxxxxx Xxxxx Parties”), 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, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered, (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company Enbridge Parties for distribution to Invitees in connection with the offering of the Reserved Securities 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, (iiiii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. 8:00 A.M. (New York City time) on the first business day after the date of the Agreement or (iiiiv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided that no indemnification shall be available under this section (e) for any loss, liability, claim, damage or expense which shall have been finally judicially determined by a court of competent jurisdiction to have been caused primarily by the gross negligence or willful misconduct of any Indemnified Partythe Xxxxxxx Xxxxx Parties.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company agrees Enbridge Parties, jointly and severally, agree to indemnify and hold harmless the UnderwritersXxxxxxx Xxxxx, their its Affiliates and selling agents and each person, if any, who controls any Underwriter of the foregoing within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, the “Indemnified Xxxxxxx Xxxxx Parties”), 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, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered, (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company Enbridge Parties for distribution to Invitees in connection with the offering of the Reserved Securities 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, (iiiii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. 8:00 A.M. (New York City time) on the first business day after the date of the Agreement or (iiiiv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided that no indemnification shall be available under this section (e) for any loss, liability, claim, damage or expense which shall have been finally judicially determined by a court of competent jurisdiction to have been caused primarily by the gross negligence or willful misconduct of any Indemnified Partythe Xxxxxxx Xxxxx Parties.