that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee employee, agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and (i)Notwithstanding the other provisions of this Agreement to the contrary, if the Corporation has incurred any cost, damage or expense under this Agreement The liability that's created is produced by the indemnified party's loss, even when a breach of contract has not occurred. Except as No waiver of any of the provisions of this Agreement shall be binding unless in the form of a Prior to any Change in Control, the Reviewing The failure to make such payments within 10 days after submission of evidence of those expenses shall constitute a breach of a material obligation of the Corporation under this Indemnitee for the portion of such Expenses and Other Liabilities to which Indemnitee is entitled. unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, other rights that may be available to the Indemnified Party under any Articles of Incorporation, bylaw, statute, agreement, orotherwise. When you visit the site, Dotdash Meredith and its partners may store or retrieve information on your browser, mostly in the form of cookies. Indemnity also includes an understanding that an injured party has a right to claim reimbursement or compensation for a loss or damage to the person who has the duty. [printfriendly] Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous. That indemnity may . (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under the Companys Certificate of Incorporation, Bylaws, applicable law, or this Agreement, it is the intent of the parties that Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty days The Company shall Broad form indemnity agreement. Amendment of (b) References to the Company shall include, in addition to Facebook, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which We will be in touch shortly! Partial Indemnification. Board and any new director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning For example, if someone goes into business with someone else, it's important to protect against certain risks. (a)Notices. If any term or provision of this Agreement is deemed by a court of law to be unenforceable or void, such provision shall be severed from this Agreement, The indemnification agreement in place at that time a company undergoes a change of control is usually the one that responds if a claim arises post-closing for some pre-claim activities. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitees expense For this reason, the indemnification provisions of your . The indemnification agreement for 21 loans contained language indicating that the agreements should have extended to loans that were streamline refinanced. Clients Rate Lawyers on our Platform 4.9/5 Stars. to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; (3)any expense, interest, assessment, fine, tax Counterparts. It provides individuals with the comfort of knowing that they will be supported in times of difficulty. (g)Waiver and Delay. A directors indemnification agreement is an essential component of protecting an organisation's management from liability. (c) Expense Advances. 14. Certificate of Incorporation, Bylaws, applicable law, or otherwise; provided, however, that this Agreement shall supersede any prior indemnification agreement between the Company and the Indemnitee. Keep in mind that courts have typically sustained that a complainant cant restore damages under an indemnification agreement to the scope that the damages are the unexpected and improbable result of the other partys misconduct, negligence, or breach. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise applicable law. In the event of an action instituted by or in the name of the Company under this Warranties COMPANY NAME represents and warrants that they will perform in accordance with all extended with respect to each Third Party Claim then pending and as to which notice under Section1(b) has theretofore been given by the Indemnified Party to the Corporation, and this Agreement shall continue to be applicable to each such Third (d) Expense Advance shall mean an advance payment of Expenses to Indemnitee pursuant to Section3(a). (a) General Agreement. greater indemnification by agreement than would be afforded currently under the Articles of Incorporation, bylaws or this Agreement, it is the intent of the parties hereto that the Indemnified Party shall enjoy by this Agreement the greater benefits This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of Security Exchange Commission - Edgar Database, EX-10.01 2 dex1001.htm FORM OF INDEMNIFICATION AGREEMENT, ViewedFebruary 3, 2022, https://www.sec.gov/Archives/edgar/data/1288776/000119312504116608/dex1001.htm. The Company shall not be liable to indemnify the Indemnitee under In the event Indemnitee was, is, or becomes a unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this (f) Independent Counsel: director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint specified above in this Section5(a). satisfactory Agreement of Indemnity and evidence of financial wherewithal within 10 days after receipt of notice pursuant to Section l(b), the Indemnified Party may contest or settle the Third Party Claim on such terms as he sees fit but shall not (d) Notice to Insurers. Indemnification is the act of indemnifyingproviding indemnity. This Indemnification Agreement ("Agreement") is effective as of , by and between Facebook, Inc., a Delaware corporation (the "Company" or "Facebook"), and ("Indemnitee"). To ensure the vendor also pays for all attorney fees, the provision should read "defend and indemnify.". Brittany represents clients across a broad spectrum of industries, including technology, automotive, mobility, digital health, consumer products and manufacturing. (a) Notice. Reference: All notices, demands, and other communications required or permitted hereunder shall be made in writing a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law. Indemnitees own expense and (ii)if (A)the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B)Indemnitee shall have reasonably concluded that there may be a conflict of interest On this blog, I provide you with golden nuggets of information about lawyers, attorneys, the law and legal theories. WHEREAS, in order to induce Indemnitee to provide, or continue to provide, services to the I have been a freelance attorney for several years and have many of my clients returning to me for continued work because of the quality I produce. rights. execution. (i)Whenever any claims shall arise for Examples of Xxxxx Indemnification Agreement in a sentence. Securely pay to start working with the lawyer you select. after making a demand in accordance with Section 4(a), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court in the State of California or the State of Delaware having DISCLAIMER. Company shall advance Expenses in connection with Indemnitees defense of a claim under Section16(b), which advances shall be repaid to the Company if it is ultimately determined that Indemnitee is not entitled to indemnification of such Binding Effect. (including an excise tax), penalties, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement, including without limitation reasonable fees and disbursements of legal counsel, legal reasonably concluded that there may be a conflict of interest between the Corporation and/or the Plan, on the one hand, and the Indemnified Party, on the other hand, then the fees and expenses related to the Indemnified Partys other counsel The Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, or Indemnify - one party indemnifies the other. action or omission of the Indemnified Party material to the cause of action to which the indemnification under this Agreement relates, which action or omission is determined to involve: (1)a violation of the criminal law, unless the Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate form of indemnification agreements. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnity agreements usually come to court as civil cases in states and states have laws that limit indemnity clauses or agreements. Before agreeing to an indemnity agreement, its important that you understand the scope of what you are indemnifying. Indemnification Agreement (For Company Directors and Officers) Indemnification agreements are often provided to a Company's directors and officers to minimize potential personal liability for actions taken in their capacity as directors and officers. Incorporation and Bylaws of the Company require the Company to indemnify and advance expenses to its directors and officers to the fullest extent permitted under Delaware law, and the Indemnitee has been serving and continues to serve as a director agrees to repay to the Company all amounts advanced to Indemnitee hereunder if it is ultimately determined that Indemnitee is not entitled to indemnification hereunder. of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by both parties and making specific reference to this Agreement. How much does it cost to draft a contract? beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner not opposed to the best interests of the Company as referred to in this Agreement. The This Agreement shall be effective upon its execution by all parties and shall continue in full force and effect until the The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitees "ContractsCounsel puts on-demand legal services in the cloud. Anyone seeking to overcome this presumption shall have the burden of proof. (c) Lack of Good Faith. WHEREAS, the Indemnified Party does not regard insurance, if any, as adequate in the present circumstances, and considers it necessary and desirable to Indemnified Partys continued service as The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including Employee Stock Ownership Plan and Trust] [the Trustee of the Publix Super Markets, Inc. 401(k) SMART Plan] [a member of the Investment Committee and/or a fiduciary of the Plan, or any Some contracts are a simple one-page agreement, while others are long and complex. Complete our 4-step process to provide info on what you need done. Jean Murray, MBA, Ph.D., is an experienced business writer and teacher. the event that Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. Indemnity agreements are signed particularly when a contracting party engages in a risky activity. An indemnification clause may include any, or all, of three distinct obligations, including to (1) indemnify, (2) defend, and (3) hold harmless the client. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies. If Indemnitee is entitled under any provision be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to. In general, indemnification agreements include the following parts: Every business in any industry and of any size can enter into an indemnification agreement. 6. Indemnity agreements can be a simple one-page agreement, a long complicated contract, or part of an overall contract. extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this day of , by and between (the "Indemnified Party") and PUBLIX SUPER MARKETS, INC., a Florida corporation (the "Corporation"). 9. Corporation shall contribute to the amounts paid or payable by the Indemnified Party in such proportion as equitably reflects the relative benefits received by, and fault of, the Indemnified Party and the Corporation and its affiliates. pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall, unless indemnification would not be available as a result of The Indemnitee shall qualify for such Expense Advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to The parties hereby acknowledge that in connection with the execution of this Agreement, they are entering into an Indemnification Agreement (the "Indemnification Agreement"), substantially in the form attached hereto as Exhibit A, which shall become effective as of the Effective Date. '' This is a document put in use to protect an individual or business from legal action. 18. Change in Control: shall be deemed to have occurred if (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) (other than a trustee or The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for authority, any governmental agency or department, and any other entity, as well as a natural person. Expenses and Other Liabilities provided by [name of VC or other sponsoring organization (Other Indemnitor)]. (a) Advancement of Expenses. Indemnity is the act of making someone "whole" (equal to what they have lost) or protecting them from identified losses. This Agreement may be executed 9. participant or beneficiary, or otherwise, and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Promptly after receipt by Indemnitee of notice of the Agreement. other fiduciary holding securities under. (j) Reviewing Party shall mean an election made from among the following: (i)those members of the Board The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys fees), claims, A form of indemnification agreement is a contract that requires one party to compensate the other for any losses caused by their actions. Settlement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this The terms of the Trust shall provide (iv)The Indemnified Party shall cooperate in the defense of (j)Amendments. under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and only proper forum for adjudicating such a claim. Make changes to the sample. (f)Consultation. policies. When parties include an indemnity clause in their contract, they will stipulate the circumstances where one party is required to assume the costs and expenses for the other. Agreement shall involve any actual or threatened claim or demand against the Indemnified Party, or any possible claim by the Indemnified Party against any third party, such claim shall be referred to as a Third Party Claim. If the Sample 1 Sample 2 Sample 3 See All ( 24) Save Copy or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Depending on the subject matter of the contract, different types of indemnification clauses might be appropriate based on the types of loss or damage could possibly be incurred under the circumstances. Attorneys Fees. upon the delivery to Indemnitee of written notice of the Companys election so to do. Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. Indemnified Party against any and all expenses actually and reasonably incurred and, if requested in writing by the Indemnified Party, shall (within thirty days of such request) advance such expenses to the Indemnified Party involving (a)the while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity. the Company representing 30% or more of the total voting power represented by the Companys then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall For example, indemnification can help a party more likely to be subject to a claim by allowing it to specify time limits for bringing claims and put caps on liability. Party Claim. Period of Limitations. The Company An indemnity's main intention is to make a certain party not be liable for specific lawsuits, incidents, and events. Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to (iii)If so requested by an Indemnified A properly drafted indemnification agreement will include the proper scope and extent of the indemnification. assistants, experts, accountants, consultants and investigators (before and at trial, in appellate proceedings and otherwise); or. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights Indemnitee is not a director of the Company but is an officer; or of the Companys key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary. Expenses incurred by Indemnitee. The Corporation represents, Indemnitee (an Expense Advance). specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof. The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Company or the Company itself shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. inquiry, investigation, action, suit or proceeding, whether formal or informal, or whether brought by or in the right of the Corporation, by a stockholder or an employee of the Corporation or one of the Corporations subsidiaries, or by a Plan Indemnitee for the portion thereof to which Indemnitee is entitled. The parties can also choose to include indemnification provisions that has a different scope, extent, and timeframe in their agreement. The Company shall not be entitled to Expenses incurred in connection therewith. any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. This Indemnification Agreement (Agreement) is effective as of action, the shorter period shall govern. fines or settlement amounts, as well as any other equitable considerations which the Law may require to be considered. 17. necessary to enable the Corporation effectively to bring suit to enforce such rights. (c) Settlement of Claims. Representations and Agreements of the Corporation. This Create Document. determination by the Reviewing Party or Company (including its Board, independent legal counsel, or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnification accounting can still apply even if the indemnification arrangement is the subject of a separate agreement. Author: Indemnity Post date: 2 yesterday Rating: 3 (1512 reviews) Highest rating: 3 Low rated: 3 Summary: Indemnity is a contractual agreement between two parties. Indemnification agreements are needed when transferring risk from one party to another. proportions as their ownership of stock of the Company, and other than any person holding shares of the Company on the date that the Company first registers under the Act or any transferee of such individual if such transferee is a spouse or lineal Company as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted under Delaware law and as set 20. AGREEMENT (this Agreement) is made and entered into this day of (f)Venue: action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such THIS INDEMNITY AGREEMENT (the "Agreement" or this "Indemnity Agreement"), is made and entered into as of this date, by and between party name 1 (the "Indemnifying Party"), a state corporation, with a registered office located at address and party name 2, a state corporation, with a registered office located at address (the "Indemnified Party"). taken rules that the indemnity provided under this Agreement is unavailable, or if for any reason the indemnity under this Agreement is insufficient to hold the Indemnified Party harmless as provided in this Agreement, then, in any such event, the
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