Indemnification Contract Clauses (12,390)

Indemnification. The Company shall enter into a separate agreement with the Company to provide the Executive with payment of legal fees and indemnification to the maximum extent permitted by the Company's Certificate of Incorporation, By-Laws, and Delaware law. The Company shall also provide officers and directors liability insurance of not less than $5,000,000, and the Company shall be responsible for any deductibles under such policy.

Indemnification. Effective as of the Start Date, the Company and Executive shall enter into an indemnification agreement in the form attached as Exhibit C. During the Term and thereafter, the Company shall indemnify Executive with respect to his services to the Company and its subsidiaries as an officer and director, including as a fiduciary of Company benefit plans, at levels not less than as provided in the Bylaws of the Company in effect on the Start Date. In addition, (i) Executive shall both during the Term... and thereafter be covered by directors and officers liability insurance to the same extent that such coverage is then maintained for officers or directors of the Company in active service, and (ii) any "tail" policy providing directors and officers liability coverage that covers a period of service in which Executive is or was in active service with the Company and/or any of its subsidiaries shall cover such service. The obligations under this Section 9 shall survive termination or expiration of this Agreement and Executive's employment. View More

Indemnification. The Company shall indemnify and hold the Employee harmless from any and all claims, demands, judgments, liens, subrogation or costs incurred by the Employee with respect to any shareholder derivative action or other claims or suits against the Company and/or their respective Boards of Directors by individuals, firms or entities not a party to this Agreement to the maximum extent permitted under California law.

Indemnification. During the Employment, Employee shall be entitled to such rights regarding indemnification and advancement of expenses as are provided in the Indemnification Agreement, dated as of the Effective Date, by and between Employee and the Company, and as provided under the Company's Certificate of Incorporation or By-laws, as they made be amended from time to time.

Indemnification. Executive, as an officer and/or director, shall be entitled to indemnification from the Company to the fullest extent permitted by applicable Delaware law. This indemnification shall include Executive's right to request the Company to advance to Executive his reasonable attorneys' fees and expenses as such fees and expenses are incurred (subject to an undertaking by Executive to repay such advances if it is ultimately determined that Executive is not entitled to be indemnified by the Company as ...authorized under applicable law). No amendment, modification or repeal of the indemnity provisions in the governing documents of the Company shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any amendment, modification or repeal. The rights in this section shall not be exclusive of any other right that Executive may have or hereafter acquire with respect to indemnification and advancement and payment of expenses. View More

Indemnification. The Company hereby agrees to indemnify and hold harmless the Executive to the full extent permitted by the Florida Business Corporation Act and other relevant statutes by virtue of the Executive's service to or on behalf of the Company as a director or officer of the Company. The Company agrees to advance to the Executive, as and when incurred by the Executive, all costs and expenses arising from any claim as to which the Company is providing indemnification hereunder 12. Insurance. The Company ...shall maintain directors' and officers' insurance during the Term at rates (but in no event less than $3,000,000) and upon such terms and conditions no less favorable than applicable to any other executive of the Company, including post-termination tail coverage. -7- 13. Severability. Should any provision of this Agreement be held, by a court of competent jurisdiction, to be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid or unenforceable, and this Agreement and each other provision hereof shall be enforceable and valid to the fullest extent permitted by law. View More

Indemnification. The Company hereby agrees to indemnify the Executive to the fullest extent permitted by applicable law for any and all sums owed by Executive in connection with any judgments rendered against Executive in connection with or as a result of Executive's service as an officer of the Company, and any and all legal and related fees incurred in connection with the Executive's defense. At the Executive's request, the Company shall as promptly as possible acquire directors and officers insurance to inclu...de coverage for any and all activities related to the Executive's service as an officer of the Company, in a manner and amount typical for companies of the size and activity of the Company. The amounts and type of such coverage shall be reviewed and updated from time to time, and no less frequently than annually. View More

Indemnification. Parent agrees to indemnify and hold you harmless to the fullest extent permitted by the laws of Canada and the State of Connecticut and under the bylaws of Parent and the Corporation . In connection therewith, Parent and the Corporation shall maintain the protection of insurance policies for your benefit (and the benefit of the Parent's and the Corporation's directors and officers), against all costs, charges and expenses whatsoever incurred or sustained by you in connection with any action, sui...t or proceeding to which you may be made a party by reason of you being or having been a director, officer or employee of the Parent or the Corporation or both. This provision shall survive any termination of your employment hereunder. View More

Indemnification. During the Employment Period and thereafter, the Companies will indemnify the Executive to the fullest extent permitted by law and each of the Companies' certificate of incorporation, bylaws or other governing documents, as applicable, and cause him to be covered under such directors and officers insurance policies as the Companies maintain in effect from time to time. The Executive agrees to promptly notify the Companies of any actual or threatened claim arising out of or as a result of the Exe...cutive's employment hereunder or any office or directorship held with Parent, the Company or any of their Affiliates. 9 11. Notices. All notices, demands, requests, or other communications which may be or are required to be given or made by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by first-class registered or certified mail, return receipt requested, postage prepaid, delivered by overnight air courier, or transmitted by facsimile transmission addressed as follows: If to the Company, to: Hayward Industries, Inc. 400 Connell Drive, Suite 6100 Berkeley Heights, NJ 07922 Attn: Chairman If to the Parent, to: Hayward Holdings, Inc. 400 Connell Drive, Suite 6100 Berkeley Heights, NJ 07922 Attn: Chairman If to the Executive, to: Address last shown on the Company's records. Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, confirmation of facsimile transmission or the affidavit of messenger being deemed conclusive but not exclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. View More

Indemnification. To the fullest extent permitted by the Nevada Revised Statutes, the Company shall indemnify, hold harmless and advance expenses to the Executive, and shall reimburse the Executive for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys' fees) arising from or in connection with the Executive's performance of his duties of employment under this Agreement. Such indemnification shall exclude, however, those claims f...or which it is proven that: (i) the Executive's actions or failure to act constituted a breach of his or his fiduciary duties as a director or officer, and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law (each such claim an "Excluded Claim"). (b) Defense of Claims. In the event that any action, suit or proceeding is brought against the Executive with respect to which the Company may have liability under this Section 9, the Company shall have the right, at its cost and expense, to defend such action, suit or proceeding in the name and on behalf of the Executive; provided, however, that the Executive shall have the right to retain his or his own counsel, with fees and expenses paid by the Company, if representation of the Executive by counsel retained by the Company would be inappropriate because of actual or potential differing interests between the Company and the Executive. In connection with any action, suit or proceeding subject to this Section 9, the Company and the Executive agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or proceeding. The Company shall not, without the prior written consent of the Executive, settle or compromise any action, suit or proceeding if such settlement or compromise does not include an irrevocable and unconditional release of the Executive for any liability arising out of such action, suit or proceeding. View More