Reserved Share Program Indemnification Clause Samples
Reserved Share Program Indemnification. (a) In connection with the offer and sale of the Reserved Securities, the Company agrees to indemnify and hold harmless ▇▇▇▇▇▇▇ ▇▇▇▇▇, its Affiliates and selling agents and each person, if any, who controls ▇▇▇▇▇▇▇ ▇▇▇▇▇ within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the “BofA Securities Entities”), 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 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, (iii) 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 date of the Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities
(b) In case any proceeding (including any governmental investigation) shall be instituted involving any BofA Securities Entity in respect of which indemnity may be sought pursuant to Section 9(a), the BofA Securities Entity seeking indemnity, shall promptly notify the Transaction Entities in writing and the Company, upon request of the BofA Securities Entity, shall retain counsel reasonably satisfactory to the BofA Securities Entity to represent the BofA Securities Entity and any others the Company may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any BofA Securities Entity shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such BofA Securities Entity unless (i) the Company shall have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Company and the BofA Sec...
Reserved Share Program Indemnification. In connection with the offer and sale of the Reserved Securities pursuant to the Reserved Share Program, the Company agrees to indemnify and hold harmless Fidelity, its affiliates (within the meaning of Rule 405 under the Securities Act) and selling agents and each person, if any, who controls Fidelity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Fidelity 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) that (i) arise out of, or are based upon, the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered, (ii) 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 for distribution to Invitees in connection with the Reserved Share Program or 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, (iii) arise out of, or are based upon, the failure of any Invitee to pay for and accept delivery of Reserved Securities which such Invitee had orally confirmed for purchase by 11:59 PM (New York City time) on the date of the Agreement, or (iv) are related to, arise out of, or in connection with, the Reserved Share Program.
Reserved Share Program Indemnification. In connection with the offer and sale of the Reserved Securities, the Company agrees to indemnify and hold harmless ▇▇▇▇▇▇▇ ▇▇▇▇▇, its Affiliates and selling agents and each person, if any, who controls ▇▇▇▇▇▇▇ ▇▇▇▇▇ within the meaning of either Section 15 of the 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, (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 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, (iii) 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 date of the Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities.