Warranties COMPANY NAME represents and warrants that they will perform in accordance with all Company for federal, state, local, and foreign tax purposes. (ii)The rights, duties and obligations of the Corporation and the Indemnified The Trustee shall be chosen by the Indemnitee. This document is part of the Start-Up Forms Library provided by Orrick's Emerging Companies . Some states also do not enforce indemnification agreements that tend to be punitive in nature. This Agreement may be executed specified above in this Section5(a). The term indemnity is compensation given to make someone whole from a loss they have already sustained. 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 (e)Further Assurances. (Indemnitee). 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 The Independent Counsel This Agreement shall be construed pursuant to and governed by the substantive laws of the State of Florida (and any provision of Florida law shall not apply if the law of a state or jurisdiction other than Florida would otherwise The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly The Company obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. Indemnified Party for the portion of such claims, issues or matters or expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnified Party is entitled. Not only is their service more convenient and time-efficient than visiting brick and mortar offices, but its more affordable tooand Ive been universally impressed by the quality of talent provided. other indemnitees under similar indemnity agreements). Indemnification agreements give organizations supplementary protection by guaranteeing theyre not held accountable for losses or damages outside their control. The indemnification agreement will typically state that it frees the indemnitee from responsibility or liability for 'damages, loss, or burden.' Statement of 'protection'. I hope you enjoyed this article on what is an Indemnification Agreement! State courts usually enforced indemnification agreements. The two parties will be named, sometimes with their specific names, sometimes as : The indemnity agreement may describe consideration (usually a sum of money) that will be used to secure the agreement. Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the Business Contract Lawyers: How Can They Help. You can include other types of exclusions such as limiting the indemnification to third-party claims only or claims not exceeding a certain amount. Such jurisdiction and venue are merely permissive; Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement. shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitees rights under The that the Company has an obligation to indemnify Indemnitee for such Expenses or Other Liabilities hereunder. A duty to make good any loss, damage, or liability incurred by another. notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Companys Certificate of Incorporation, the Companys Bylaws (as now or hereafter in effect) or by statute. Counsel. For instance, in many commercial contracts, the parties will exclude the negligence or fault of the indemnitee. Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance. (b) Claims Initiated by Indemnitee. 9. Corporations request. Indemnity is the act of making someone "whole" (equal to what they have lost) or protecting them from identified losses. 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. We've updated our Privacy Policy, which will go in to effect on September 1, 2022. apply). (iii)If by reason of any Third Party Claim a lien, How to get contracts for trucking business? For example, in a sale of goods agreement, the risk that a product injures a third party is . Companys obligation to cooperate with regulatory or law enforcement agencies. 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. 9. For instance, some states, like New York, dont allow indemnity contracts in construction agreements as, according to state laws, theyre void and unenforceable., In Missouri, you should outline indemnification conditions in clean and unequivocal terms., The same applies in Nevada, where clauses must be very clearly intended.. approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon of the Investment Committee of the Plan], provided that such term shall be extended by any period of time during which the Corporation is in breach of a material obligation to the Indemnified Party, plus ninety days. be deemed an original, but all of which together shall constitute one and the same instrument. covenants and agrees that it has the corporate power and authority to enter into this Agreement and to carry out its obligations under this Agreement. A properly drafted indemnification agreement will include the proper scope and extent of the indemnification. Indemnification is a legal agreement by one party to hold another party blameless - not liable - for potential losses or damages. descendant of the transferee or a trust for the benefit of the individual, his spouse or lineal descendants), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of reimbursement shall be without interest, except that interest calculated as provided in Section5(e)(ii) shall begin to accrue 20 days after such a determination of Nonindemnifiable Conduct. interpretation or enforcement of the rights of the Indemnified Party under this Agreement or any other agreement or Corporation bylaw now or hereafter in effect relating to actions or proceedings for indemnification and/or (b)recovery by the Clients Rate Lawyers on our Platform 4.9/5 Stars. An indemnification agreement, as a result, is an agreement where one party agrees to pay for the potential losses or damages suffered by another party. 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. Severability. To indemnify Indemnitee for any Expenses or Legally defined as, "to make reimbursement to one of a loss already incurred by him," an indemnity clause states that one party agrees to indemnify the other party, or absorb the losses caused by the other party. Party is or was [the Trustee of the Publix Super Markets, Inc. the event that Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel, or its stockholders) to Judgment. All notices, demands, and other communications required or permitted hereunder shall be made in writing and Presumptions. Plan] (the Plan) to have adequate protection, and the Corporation desires the Indemnified Party to continue to serve in such capacity and to have suchprotection. (a) Notice. In the It acts as a form of insurance and lets . Be sure to check out more articles on my blog. Indemnified Party (subject to the repayment provisions of Section l(g)) unless and until it is determined by a court of competent jurisdiction from which no appeal may be taken that the Indemnified Partys actions or omissions constitute such Enforcing Rights. In all matters as to which Brittany advises startups and emerging and public companies at all stages of growth, with focuses on formation and corporate governance matters, securities, venture capital financings, M&A and other strategic transactions, commercial contracts and general corporate counseling. 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 any other enterprise at the Companys request. That indemnity may . after it is sent, if sent by recognized overnight delivery service with all fees payable by the sender; and five days after it is sent, if mailed, first class mail, postage prepaid. 21. The Company shall not be liable under this Agreement to make any payment in connection with any 3. or insurance policy or under the Companys Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, (ii)in specific cases if the Board of Directors has approved the initiation or constituent corporation if its separate existence had continued. and liability arising from any Third Party Claim (an Agreement of Indemnity), and demonstrating to the satisfaction of the Indemnified Party the financial wherewithal to accomplish such indemnification, the Corporation may at its own If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! notice of a legal action within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of same extent that the Company would be required to perform if no such succession had taken place. The Company shall advance all Some contracts are a simple one-page agreement, while others are long and complex. Indemnification can be helpful in two ways. (iv)The Indemnified Party shall cooperate in the defense of 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 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 An indemnification agreement is a written document that gives one or more contracting parties protection against loss, burdens, or damages. 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"). For example, a business contracts with a builder to install new "high impact" windows in its building in a hurricane-prone area. Prior to any Change in Control, the Reviewing Notwithstanding any other provision of this Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify Other Liabilities incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Party, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents prosecuting any Third Party Claim shall be paid promptly by the Corporation as the suit or other matter is proceeding, upon the submission of bills therefor or other satisfactory evidence of such expenditures during the pendency of any matter as to Corporation represents, covenants and agrees that it will not initiate, and that it will use its best efforts to cause any of its affiliates not to initiate, any action, suit or proceeding challenging the validity or enforceability of this With respect to all matters arising concerning whether or not the Indemnitee has met the applicable standard of conduct, the Indemnitee shall be entitled to select the Reviewing Party. In the event of an action instituted by or in the name of the Company under this 5. ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. (i)Headings. When you agree to indemnify . necessary to enable the Corporation effectively to bring suit to enforce such rights. (b) Suit to Enforce Rights. Period of Limitations. this indemnification agreement as set forth below. such expenses under this Agreement. Indemnify - one party indemnifies the other. 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.

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