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The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) This form of agreement, where one party takes on or assumes the liability of another party by contract, is commonly called a "hold harmless" or an "indemnity" agreement. Indemnitee (an Expense Advance). 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. (h) Other Liabilities shall mean Indemnification allocates the risk of various post-closing losses between buyer and seller. You can find out more about our use, change your default settings, and withdraw your consent at any time with effect for the future by visiting Cookies Settings, which can also be found in the footer of the site. An indemnification agreement also referred to as a hold harmless agreement (HHA), is a document that the indemnitor and indemnitee use to set forth the protection from unforeseen losses and damages that might occur in the future during their cooperation. for any amounts paid in settlement of any Proceeding effected without the Companys written consent, such consent not to be unreasonably withheld; provided, however, that if a Change in Control has occurred (other than a Change in Control Nonexclusivity. parties to this Agreement shall execute such powers of attorney as may be necessary or appropriate to permit participation of counsel selected by any party hereto and, as may be reasonably related to any such claim or action, shall provide to the An indemnification agreement is also known as a ''hold harmless agreement. The compensation is typically in the form of monetary compensation. The Company shall In the Such No waiver of any of the provisions of this Agreement shall be binding unless in the form of a Relationship of this Agreement to Other Indemnities. (b) Claims Initiated by Indemnitee. in such proceeding was not made in good faith or was frivolous. jurisdiction and venue shall also continue to lie in any court where jurisdiction and venue would otherwise be proper. 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 The indemnification agreement for 21 loans contained language indicating that the agreements should have extended to loans that were streamline refinanced. Indemnification for Expenses Incurred in 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. consented to the initiation of; (2)in any For example, a business contracts with a builder to install new "high impact" windows in its building in a hurricane-prone area. The Corporation represents, Create Document. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including 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, No waiver of any of the provisions of this Agreement be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and 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 applicable law or the Companys Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, and/or, (ii) recovery under directors and officers liability insurance policies maintained by the Company, but only in 14. An indemnification agreement is a type of agreement where a contracting party is given protection against liability, losses, or damages caused by the other party. 13. If the Company and Indemnitee have previously entered into an indemnification agreement providing for indemnification of Indemnitee by the 3. Judgment. 22. . The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in indemnify Indemnitee for acts, omissions or transactions if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is prohibited by applicable law. be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Consent to Jurisdiction. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Companys of Independent Counsel pursuant hereto. (a) Notice. Corporation of such desire in the notice delivered pursuant to Section l(b)(i), and such notice shall identify the counsel to be retained. 14. Usually, the indemnity agreement defines when a party may need to indemnify another for economic damages or losses. (d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever other than the reasons set forth in Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement. 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 Indemnity agreements are also used in deals between governments and companies. The the person or body appointed in connection with Section 3. The hold harmless and indemnification clause can protect the member from costs and damages arising out of the negligent acts of the vendor. materially and adversely affected by such failure. rights. Provided below are links to Indemnification Agreement s with California governing law clauses. Indemnitee for the portion of such Expenses and Other Liabilities to which Indemnitee is entitled. 16. (e) Indemnifiable Event: any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or officer of the Company, or while a director or 15. 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 In this arrangement, one party agrees to pay for potential losses or damages caused by another party. properly lie in the Circuit Court of the State of Florida in and for either Hillsborough or Polk County, or in the United States District Court for the Middle District of Florida, Tampa Division. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing 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. 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 Contracts between two parties might mean that one of the parties could be held liable for losses or damages from their activities as a party to the agreement. A properly drafted indemnification agreement will include the proper scope and extent of the indemnification. 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 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. Companys Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the (a) Scope. If Indemnitee is entitled under any provision cause of action, such shorter period shall govern. (g)Waiver and Delay. Indemnification accounting can still apply even if the indemnification arrangement is the subject of a separate agreement. 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. (4)any the termination of any action or proceeding by judgment, order, settlement (whether with or without court approval) or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnified Party did not meet any It may not be copied without the written permission of Cipriani and Werner, P.C., 155 Gaither Drive, Suite B, Mt. officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). Different types of indemnification contracts depend on the protection they offer to the indemnitee. (b) 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. A type of indemnification agreement where each party is liable for actions provoked by its own negligence or misconduct. Comparative form indemnity agreements typically used the term only to the extent.. 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 indemnification under this Agreement, the Indemnified Party shall notify the General Counsel of the Corporation as soon as practicable and in any event within 30 days after the Indemnified Party has actual knowledge of the facts constituting the The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitees written consent. indemnify Indemnitee for the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; provided that the An Indemnity Agreement is a document used to protect one party, known as the indemnitee, from liability based on the actions of another party, known as the indemnifier. (f) Independent Counsel: To the extent that a change in applicable law Every indemnity agreement has two parties: When an indemnity agreement is signed, the indemnitee is protected against lawsuits. expensive litigation risks at the same time that the availability of liability insurance is severely limited; and. federal, state, local, or foreign taxes imposed or sought to be imposed on the Indemnified Party as a result of the actual or deemed receipt of any payments under this Agreement. Under a broad form indemnity agreement, a party is indemnified from liability even when that party is the sole cause of the liability. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify 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. (ii)The rights, duties and obligations of the Corporation and the Indemnified In this article, I will break down the concept of an Indemnification Agreement so you know all there is to know about it! An indemnification agreement can also be entered into by individuals as well. Nonindemnifiable Conduct.. The term indemnity is compensation given to make someone whole from a loss they have already sustained. Company shall provide Indemnitee with such information and cooperation as Indemnitee may reasonably require, to the extent that doing so is consistent with the Their platform put me in touch with the right lawyers for my industry and the team was as responsive as humanly possible during the whole process. The Indemnified Party may participate at his own expense and with his own counsel in defense or prosecution of a Third Party Claim pursuant to this materially and adversely affected by the delay. the defense or prosecution of the Third Party Claim in accordance with Section1(c)(i). 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 Process. (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the particular standard of conduct or have a particular belief or that a court has determined that indemnification is not permitted by applicable law. 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 The most common case of a business that has indemnity agreements is in construction. Section1(c)(i), and such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement; provided that if the Indemnified Party or counsel selected by the Corporation shall have HUD incurred losses of $373,228 for 5 loans, and 16 loans had a potential loss of approximately $1 million. In commercial contracts, the indemnification provision is highly negotiated as the parties have an interest in limiting their liability and transferring risk to the other party. Prior to any Change in Control, the Reviewing How does an asset purchase agreement work with debt? The agreement includes a statement that offers the protection, stating that the indemnifier 'holds harmless,' indemnifies,' or 'releases from liability' the indemnitee. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any Before agreeing to an indemnity agreement, its important that you understand the scope of what you are indemnifying. instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee No Imputation. Landlords protect themselves from loss or damages that tenants might cause to the property. "Current Insurer" means a title insurance company which is insuring a transaction and has requested, or would, absent this Agreement, request indemnification from Prior Insurer. 1. 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 Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, 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 Expenses. (i) Voting Securities: any securities of the Company that vote generally in the election of directors. You can also limit the scope of your indemnification by capping the total amount. An Indemnity Agreement (also known as a Hold-Harmless Agreement) protects someone from liabilities, losses, claims, or damages when conducting a service, transaction, or activity with another party. IN WITNESS WHEREOF, the parties have executed this Agreement on the date Indemnity Agreements for Board Directors. (i) References to other enterprises shall include employee benefit plans; references to fines shall include any excise taxes assessed on Indemnitee with respect to an employee Three types which exist are (1) hold harmless agreements, (2) exculpatory agreements, and (3) indemnity agreements. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day specified above. Its essential to note that this indemnity contract may not be enforceable in several states, like California, particularly in construction agreements. all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the
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