Indemnification Clause Example 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 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 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