Indemnification Clause Example with 6 Variations from Business Contracts

Indemnification. The Company shall indemnify and hold harmless the Employee against any and all expenses reasonably incurred by him in connection with or arising out of (a) the defense of any action, suit or proceeding in which he is a party, or (b) any claim asserted or threatened against him, in either case, by reason of or relating to his being or having been an employee, officer, or director of the Company, whether or not he continues to be such an employee, officer or director at the time of incurring such ...expenses, except insofar as such indemnification is prohibited by law. law or excluded from coverage under the Company's applicable insurance policies. Such expenses shall include, without limitation, the fees and disbursements of attorneys, amounts of judgments and amounts of any settlements, provided that such settlements are agreed to in advance in writing by the Company. The foregoing indemnification obligation is independent of any similar obligation provided by the Company's certificate of incorporation or by-laws, and shall apply with respect to any matters attributable to periods prior to the Effective Date, and to matters attributable to his employment under this Agreement, without regard to when asserted. Notwithstanding the foregoing, the indemnification provisions of the Company's by-laws shall control to the extent an indemnification claim is initially deemed excluded from coverage under the Company's applicable insurance policy until a final judgment shall have been issued, pursuant to which the applicable insurer can make a final determination as to coverage under the applicable policy. View More

Indemnification. The Company shall indemnify indemnify, defend and hold harmless the Employee Executive against any and all expenses reasonably incurred by him in connection with or arising out of (a) the defense of any action, suit or proceeding in which he is a party, or (b) any claim asserted or threatened against him, in either case, case by reason of or relating to his being or having been an employee, officer, officer or director of the Company, whether or not he continues to be such an employee, officer o...r director at the time of incurring such expenses, except insofar as such indemnification is prohibited by law. Such expenses shall include, without limitation, the fees and disbursements of attorneys, amounts of judgments and amounts of any settlements, provided that such settlements expenses are agreed to in advance in writing by the Company. The foregoing indemnification obligation is independent of any similar obligation provided by in the Company's certificate Certificate of incorporation Incorporation or by-laws, Bylaws, and shall apply with respect to any matters attributable to periods prior to the Effective Date, date of this Agreement, and to matters attributable to his Executive's employment under this Agreement, hereunder, without regard to when asserted. The Company shall include the Executive in the directors and officers liability insurance policy provided for other directors and officers of the Company, at the Company's expense. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute an indemnification by the Company of the Executive for any liability to third parties arising from his allegedly not being permitted to be employed by the Company, contractually or otherwise, and Executive hereby represents to the Company that no such prohibition exists. The obligations of the Company contained in this Section shall survive any termination or expiration of this Agreement. View More

Indemnification. The Company shall indemnify indemnify, defend and hold harmless the Employee Executive against any and all expenses reasonably incurred by him in connection with or arising out of (a) the defense of any action, suit or proceeding in which he is a party, or (b) any claim asserted or threatened against him, in either case, case by reason of or relating to his being or having been an employee, officer, officer or director of the Company, whether or not he continues to be such an employee, officer o...r director at the time of incurring such expenses, except insofar as such indemnification is prohibited by law. Such expenses shall include, without limitation, the fees and disbursements of attorneys, amounts of judgments and amounts of any settlements, provided that such settlements expenses are agreed to in advance in writing by the Company. The foregoing indemnification obligation is independent of any similar obligation provided by in the Company's certificate Certificate of incorporation Incorporation or by-laws, Bylaws, and shall apply with respect to any matters attributable to periods prior to the Effective Date, date of this Agreement, and to matters attributable to his Executive's employment under this Agreement, hereunder, without regard to when asserted. The Company shall include the Executive in the directors and officers liability insurance policy provided for other directors and officers of the Company, at the 16 Company's expense. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute an indemnification by the Company of the Executive for any liability to third parties arising from his allegedly not being permitted to be employed by the Company, contractually or otherwise, and Executive hereby represents to the Company that no such prohibition exists. View More

Indemnification. (i). The Company shall indemnify and hold harmless the Employee against any and all expenses reasonably incurred by him in connection with or arising out of (a) the defense of any action, suit or proceeding in which he is a party, or (b) any claim asserted or threatened against him, in either case, by reason of or relating to his her being or having been an employee, officer, or director of the Company, whether or not he continues to be such an employee, officer or director at the time of incurr...ing such expenses, except insofar as such indemnification is prohibited by law. Such expenses shall include, without limitation, the fees and disbursements of attorneys, amounts of judgments and amounts of any settlements, provided that such settlements are agreed to in advance in writing by the Company. The foregoing indemnification obligation is independent of any similar obligation provided by the Company's certificate Certificate of incorporation Incorporation or by-laws, Bylaws, and shall apply with respect to any matters attributable to periods prior to the Effective Date, and to matters attributable to his her employment under this Agreement, without regard to when asserted. (ii). The Employee shall be covered under any directors' and officers' liability insurance policies maintained by the Company to the extent of the limits and subject to any exclusions provided in the policy as are applicable to the Company's officers in general. View More

Indemnification. (i). The Company shall indemnify and hold harmless the Employee against any and all expenses reasonably incurred by him in connection with or arising out of (a) the defense of any action, suit or proceeding in which he is a party, or (b) any claim asserted or threatened against him, in either case, by reason of or relating to his being or having been an employee, officer, or director of the Company, whether or not he continues to be such an employee, officer or director at the time of incurring ...such expenses, except insofar as such indemnification is prohibited by law. Such expenses shall include, without limitation, the fees and disbursements of attorneys, amounts of judgments and amounts of any settlements, provided that such settlements are agreed to in advance in writing by the Company. The foregoing indemnification obligation is independent of any similar obligation provided by the Company's certificate Certificate of incorporation Incorporation or by-laws, Bylaws, and shall apply with respect to any matters attributable to periods prior to the Effective Date, and to matters attributable to his employment under this Agreement, without regard to when asserted. (ii). The Employee shall be covered under any directors' and officers' liability insurance policies maintained by the Company to the extent of the limits and subject to any exclusions provided in the policy as are applicable to the Company's officers in general. View More

Indemnification. The Company shall indemnify and hold harmless the Employee Executive against any and all expenses reasonably incurred by him his in connection with or arising out of (a) the defense of any action, suit or proceeding in which he is a party, or (b) any claim asserted or threatened against him, in either case, case by reason of or relating to his him being or having been an employee, officer, officer or director of the Company, whether or not he continues to be such an employee, officer or director... at the time of incurring such expenses, except insofar as such indemnification is prohibited by law. Such expenses shall include, without limitation, the fees and disbursements of attorneys, amounts of judgments and amounts of any settlements, provided that such settlements expenses are agreed to in advance in writing by the Company. The foregoing indemnification obligation is independent of any similar obligation provided by in the Company's certificate Certificate of incorporation 14 Incorporation or by-laws, Bylaws, and shall apply with respect to any matters attributable to periods prior to the Effective Date, date of this Agreement, and to matters attributable to his Executive's employment under this Agreement, hereunder, without regard to when asserted. View More