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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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      "Indemnified Parties") from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses (including, but not limited to, reasonable attorney's fees and disbursements but excluding taxes imposed as a result of being a direct or indirect owner of the Common Stock or realizing income or gain with respect thereto) (collectively, "Losses"), incurred by, imposed upon or asserted against any of the Indemnified Parties as a result of, relating to or arising out of any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus, Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as the same are caused by, contained in or omitted from any information furnished in writing to the Company by such Investor expressly for use therein or by such Investor's failure to deliver a copy of the Prospectus, Issuer Free Writing Prospectus or any amendment thereof or supplement thereto after the Company has furnished such Investor with a sufficient number of copies of the same. Unless and until a final and non-appealable judicial determination shall be made that an Indemnified Party is not entitled to indemnification, the Company shall pay or reimburse each Indemnified Party for all indemnified Losses as they are incurred; provided that if a final and non-appealable judicial determination shall be made that such Indemnified Party is not entitled to be indemnified for Losses, such Indemnified Party shall repay to the Company the amount of such Losses for which the Company shall have paid or reimbursed such Indemnified Party.

              (b)   In connection with any Registration Statement in which an Investor is participating, each such Investor agrees, as a condition of the Company's obligation to indemnify, to furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify and hold harmless, to the extent permitted by law, the Company, its officers and directors and each Person who controls the Company (within the meaning of the Securities Act) (collectively, the "Indemnified Company Parties") from and against any and all Losses incurred by, imposed upon or asserted against any of the Indemnified Company Parties as a result of, relating to or arising out of (i) any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus, Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that the same are caused by, contained in or omitted from any information furnished in writing to the Company by such Investor of, if not furnished in writing, which is acknowledged by such Investor in writing to have been contained in or omitted from the information so provided; and (ii) any Free Writing Prospectus used by such Investor without the prior consent of the Issuer; provided that the obligation to indemnify shall be several, not joint and several, among the Investors who furnished or failed to furnish the information that resulted in such Losses and the liability of each such Investor shall be in proportion to and limited in all events to the net proceeds received by such Investor from the sale of Registrable Shares pursuant to such Registration Statement.

            8.2    Contribution.    

              (a)   To the extent the indemnification provided for in Section 8.1 hereof is unavailable to an indemnified Person or insufficient in respect of any Losses referred to therein, then an indemnifying Person, in lieu of indemnifying such indemnified Person thereunder, shall contribute to the amount paid or payable by such indemnified Person as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the

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