Common use of Contractual Indemnity Clause in Contracts

Contractual Indemnity. The Company hereby agrees, subject to the limitations of Sections 2, 3, and 6 hereof, and the limitations mentioned in the Company’s Articles of Association, to indemnify Indemnitee, to the greatest extent possible under applicable law, against any liability or expense in respect of any act or omission of Indemnitee in his capacity as an Office Holder of the Company or of a company controlled, directly or indirectly, by the Company (a “Subsidiary”), or as a director or observer at Board meetings of a company not controlled by the Company but in which the appointment as a director or observer results from the Company’s holdings in such company or is made at the Company’s request (“Affiliate”), including: (i) a monetary obligation imposed on Indemnitee in favor of another person by a court judgment, including a judgment given in settlement or an arbitrator’s award approved by court; (ii) reasonable litigation expenses, including advocates’ professional fees, incurred by the Office Holder pursuant to an investigation or a proceeding commenced against him by a competent authority and that was terminated without an indictment and without having a monetary charge imposed on him in exchange for a criminal procedure (as such terms are defined in the Companies Law), or that was terminated without an indictment but with a monetary charge imposed on him in exchange for a criminal procedure in a crime that does not require proof of criminal intent; (iii) reasonable litigation expenses, including attorneys’ fees, expended by Indemnitee or charged to Indemnitee by a court, in a proceeding instituted against Indemnitee by the Company or on its behalf or by another person, or in a criminal charge from which Indemnitee was acquitted, or in a criminal proceeding in which Indemnitee was convicted of an offense that does not require proof of criminal intent (collectively referred to hereinafter as “Claim”). The Company shall indemnify the Indemnitee with respect to actions or ommissions occurring during his position as an Office Holder, even if (i) occurred prior to the signing of this document or (ii) at the time of Claim Indemnitee is no longer an Office Holder. The termination of any action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Contractual Indemnity. The Company hereby agrees, subject to the limitations of Sections 2, 3, and 6 hereof, and the limitations mentioned in the Company’s Articles of Association, to indemnify Indemnitee, to the greatest extent possible under applicable law, against any liability or expense in respect of any act or omission of Indemnitee in his capacity as an Office Holder of the Company or of a company controlled, directly or indirectly, by the Company (a “Subsidiary”), or as a director or observer at Board meetings of a company not controlled by the Company but in which the appointment as a director or observer results from the Company’s holdings in such company or is made at the Company’s request (“Affiliate”), including: (i) a monetary obligation imposed on Indemnitee in favor of another person by a court judgment, including a judgment given in settlement or an arbitrator’s 's award approved by court; (ii) reasonable litigation expenses, including advocates’ professional fees, incurred by the Office Holder pursuant to an investigation or a proceeding commenced against him by a competent authority and that was terminated without an indictment and without having a monetary charge imposed on him in exchange for a criminal procedure (as such terms are defined in the Companies Law), or that was terminated without an indictment but with a monetary charge imposed on him in exchange for a criminal procedure in a crime that does not require proof of criminal intentintent or in connection with a financial sanction; (iii) reasonable litigation expenses, including attorneys’ ' fees, expended by Indemnitee or charged to Indemnitee by a court, in a proceeding instituted against Indemnitee by the Company or on its behalf or by another person, or in a criminal charge from which Indemnitee was acquitted, or in a criminal proceeding in which Indemnitee was convicted of an offense that does not require proof of criminal intent intent; (iv) expenses, including reasonable litigation expenses and legal fees, incurred by an Office Holder as a result of a proceeding instituted against such Office Holder in relation to (A) infringements that may result in imposition of financial sanction pursuant to the provisions of Chapter H'3 under the Securities Law or (B) administrative infringements pursuant to the provisions of Chapter H'4 under the Securities Law or (C) infringements pursuant to the provisions of Chapter I'1 under the Securities Law; and (iv) payments to an injured party of infringement under Section 52ND(a)(1)(a) of the Securities Law (collectively referred to hereinafter as “"Claim”"). The Company shall indemnify the Indemnitee with respect to actions or ommissions occurring during his position as an Office Holder, even if (i) occurred prior to the signing of this document or (ii) at the time of Claim Indemnitee is no longer an Office Holder. The termination termina­tion of any action or proceeding pro­ceeding by judgment, order, settlementsettle­ment, conviction, or upon a plea of nolo contendere or its equivalentequi­valent, shall not, of itself, create a presumption presump­tion that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably reason­ably believed to be in the best interests of the Company, or (ii) with respect to any criminal crim­inal action or proceedingpro­ceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Contractual Indemnity. The Company hereby agreesundertakes, subject to the limitations of Sections 2, 3, and 6 hereof, and the limitations mentioned set forth in the Company’s Articles of Association, to this Agreement: To indemnify Indemnitee, Indemnitee to the greatest extent possible under applicable law, law against any liability or expense in respect of any act the following acts or omission omissions of Indemnitee Indemnitee, either prior to or after the date hereof, in his capacity as an Office Holder Holder, including, without limitation, as a director, officer, employee, agent or fiduciary of the Company or of a company controlled, directly or indirectly, by the Company (a “Subsidiary”), or as a director or observer at Board meetings of a company not controlled by the Company but in which the appointment as a director or observer results from the Company’s holdings in such company or is made at the Company’s request (“Affiliate”), including: (i) a monetary obligation financial liability imposed on Indemnitee in favor of another person by (as such term is defined below) pursuant to a court judgment, including a settlement judgment given in settlement or an arbitrator’s award approved by a court; (ii) reasonable litigation expenses, including advocates’ professional fees, Expenses (as defined below) expended or incurred by the Office Holder pursuant to Indemnitee as a result of (a) an investigation or a any proceeding commenced instituted against him the Indemnitee by a competent an authority that is authorized to conduct an investigation or proceeding, and that was terminated concluded without the filing of an indictment against the Indemnitee and without having imposing on the Indemnitee a monetary charge imposed on him financial liability in exchange for lieu of a criminal procedure (as such terms are defined in the Companies Law)proceeding, or that was terminated concluded without the filing of an indictment against the Indemnitee but with imposing a monetary charge imposed on him financial liability in exchange for lieu of a criminal procedure proceeding in a crime an offence that does not require proof of criminal intentintent (mens rea), or (b) in connection with a financial sanction. In this section “conclusion of a proceeding without the filing of an indictment in a matter in which a criminal investigation has been instigated” and “financial liability in lieu of a criminal proceeding” shall have the meaning assigned to such terms under the Companies Law, and the term “financial sanction” shall mean such term as referred to in Section 260(a)(1a) of the Companies Law; (iii) reasonable litigation expenses, including attorneys’ fees, Expenses (as defined below) expended or incurred by Indemnitee or charged to Indemnitee by a court, in a proceeding instituted against Indemnitee by the Company or on its behalf or by another person, or in a criminal charge from which Indemnitee was acquitted, acquitted or in a criminal proceeding in which Indemnitee was convicted of an offense that which does not require proof of criminal intent (mens rea); and (iv) any other event, occurrence or circumstances in respect of which the Company may lawfully indemnify an Office Holder of the Company (including, without limitation, indemnification with respect to the matters referred to under Section 56h(b)(1) of the Israeli Securities Law 5728-1968, as amended (the “Securities Law”)) (collectively referred to hereinafter as a “Claim”). The Company shall indemnify the Indemnitee with respect to actions or ommissions occurring during his position as an Office Holder, even if (i) occurred prior to the signing of this document or (ii) at the time of Claim Indemnitee is no longer an Office Holder. The termination of any action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Contractual Indemnity. The Company hereby agrees, subject to the limitations of Sections 2, 3, and 6 hereof, and the limitations mentioned in the Company’s Articles of Association, to indemnify Indemnitee, to the greatest extent possible under applicable law, against any liability or expense in respect of any act or omission of Indemnitee in his capacity as an Office Holder of the Company or of a company controlled, directly or indirectly, by the Company (a “Subsidiary”), or as a director or observer at Board meetings of a company not controlled by the Company but in which the appointment as a director or observer results from the Company’s holdings in such company or is made at the Company’s request (“Affiliate”), including: (i) a monetary obligation imposed on Indemnitee in favor of another person by a court judgment, including a judgment given in settlement or an arbitrator’s award approved by court; (ii) reasonable litigation expenses, including advocates’ professional fees, incurred by the Office Holder pursuant to an investigation or a proceeding commenced against him by a competent authority and that was terminated without an indictment and without having a monetary charge imposed on him in exchange for a criminal procedure (as such terms are defined in the Companies Law), or that was terminated without an indictment but with a monetary charge imposed on him in exchange for a criminal procedure in a crime that does not require proof of criminal intent; (iii) reasonable litigation expenses, including attorneys’ fees, expended by Indemnitee or charged to Indemnitee by a court, in a proceeding instituted against Indemnitee by the Company or on its behalf or by another person, or in a criminal charge from which Indemnitee was acquitted, or in a criminal proceeding in which Indemnitee was convicted of an offense that does not require proof of criminal intent (collectively referred to hereinafter as “Claim”). The Company shall indemnify the Indemnitee with respect to actions or ommissions omissions occurring during his position as an Office Holder, even if (i) the actions or omissions occurred prior to the signing of this document or (ii) at the time of Claim Indemnitee is no longer an Office Holder. The termination of any action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Contractual Indemnity. The Company hereby agrees, subject to the limitations of Sections 2, 3, and 6 hereof, and the limitations mentioned set forth in the Company’s Articles of Association, to this Agreement: To indemnify Indemnitee, Indemnitee to the greatest extent possible under applicable law, law against any liability or expense in respect of any act the following acts or omission omissions of Indemnitee in his capacity as an Office Holder of the Company or of a company controlled, directly or indirectly, by the Company (a “Subsidiary”), or as a director or observer at Board meetings officer of a company not controlled by the Company but in which the appointment as a director or observer results from the Company’s holdings in such company or is made at the Company’s request (“Affiliate”), including: (i) a monetary financial obligation imposed on Indemnitee in favor of another person by a court judgment, including a compromise judgment given in settlement or an arbitrator’s 's award approved by court; (ii) reasonable litigation expenses, including advocates’ professional attorneys' fees, incurred expended by the Office Holder pursuant to Indemnitee as a result of an investigation or a proceeding commenced instituted against him by a competent authority and that was terminated without an indictment and without having a monetary charge imposed on him authority, which investigation or proceeding has not ended in exchange for a criminal procedure (as such terms are defined charge or in the Companies Law)a financial liability in lieu of a criminal proceeding, or that was terminated without an indictment but with has ended in a monetary charge imposed on him financial obligation in exchange for lieu of a criminal procedure in a crime proceeding for an offence that does not require proof of criminal intentintent (the phrases "proceeding that has not ended in a criminal charge" and "financial obligation in lieu of a criminal proceeding" shall have the meaning as defined in Section 260(a1) of the Companies Law, 1999); and (iii) reasonable litigation expenses, including attorneys’ ' fees, expended by Indemnitee or charged to Indemnitee him by a court, in a proceeding instituted against Indemnitee him by the Company or on its behalf or by another person, or in a criminal charge from which Indemnitee he was acquitted, acquitted or in a any criminal proceeding in of a crime which Indemnitee was convicted of an offense that does not require proof of criminal intent in which the Indemnitee is convicted (collectively referred to hereinafter as “a "Claim”"). The Company shall indemnify above indemnification will also apply to any action taken by the Indemnitee with respect to actions in his capacity as a director or ommissions occurring during his position as an Office Holder, even if (i) occurred prior to the signing of this document or (ii) at the time of Claim Indemnitee is no longer an Office Holder. The termination officer of any action other company controlled, directly or proceeding indirectly, by judgment, order, settlement, conviction, the Company (a “Subsidiary”) or upon in his capacity as a plea director or officer of nolo contendere a company not controlled by the Company but where his appointment as a director or its equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of officer results from the Company, or ’s holdings in such company (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful“Affiliate”).

Contractual Indemnity. The Company company hereby agreesundertakes, subject to the limitations of Sections 2, 3, and 6 hereof, and the limitations mentioned set forth in the Company’s Articles of Association, to this Agreement: To indemnify Indemnitee, Indemnitee to the greatest extent possible under applicable law, law against any liability or expense in respect of any act the following acts or omission omissions of Indemnitee Indemnitee, either prior to or after the date hereof, in his capacity as an Office Holder Holder, including, without limitation, as a director, officer, employee, agent or fiduciary of the Company or of a company controlled, directly or indirectly, by the Company (a “Subsidiary”), or as a director or observer at Board meetings of a company not controlled by the Company but in which the appointment as a director or observer results from the Company’s holdings in such company or is made at the Company’s request (“Affiliate”), including: (i) a monetary obligation financial liability imposed on Indemnitee in favor of another person by (as such term is defined below) pursuant to a court judgment, including a settlement judgment given in settlement or an arbitrator’s award approved by a court; (ii) reasonable litigation expenses, including advocates’ professional fees, Expenses (as defined below) expended or incurred by the Office Holder pursuant to Indemnitee as a result of (a) an investigation or a any proceeding commenced instituted against him the Indemnitee by a competent an authority that is authorized to conduct an investigation or proceeding, and that was terminated concluded without the filing of an indictment against the Indemnitee and without having imposing on the Indemnitee a monetary charge imposed on him financial liability in exchange for lieu of a criminal procedure (as such terms are defined in the Companies Law)proceeding, or that was terminated concluded without the filing of an indictment against the Indemnitee but with imposing a monetary charge imposed on him financial liability in exchange for lieu of a criminal procedure proceeding in a crime an offence that does not require proof of criminal intentintent (mens rea), or (b) in connection with a financial sanction. In this section “conclusion of a proceeding without the filing of an indictment in a matter in which a criminal investigation has been instigated” and “financial liability in lieu of a criminal proceeding” shall have the meaning assigned to such terms under the Companies Law, and the term “financial sanction” shall mean such term as referred to in Section 260(a)(1a) of the Companies Law; (iii) reasonable litigation expenses, including attorneys’ fees, Expenses (as defined below) expended or incurred by Indemnitee or charged to Indemnitee by a court, in a proceeding instituted against Indemnitee by the Company or on its behalf or by another person, or in a criminal charge from which Indemnitee Ixxxxxxxxx was acquitted, acquitted or in a criminal proceeding in which Indemnitee was convicted of an offense that which does not require proof of criminal intent (mens rea); and (iv) any other event, occurrence or circumstances in respect of which the Company may lawfully indemnify an Office Holder of the Company (including, without limitation, indemnification with respect to the matters referred to under Section 56h(b)(1) of the Israeli Securities Law 5728-1968, as amended (the “Securities Law”)) (collectively referred to hereinafter as a “Claim”). The Company shall indemnify the Indemnitee with respect to actions or ommissions occurring during his position as an Office Holder, even if (i) occurred prior to the signing of this document or (ii) at the time of Claim Indemnitee is no longer an Office Holder. The termination of any action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.