Common use of Contractual Indemnity Clause in Contracts

Contractual Indemnity. The Company hereby agrees, subject to the limitations set forth in this Agreement, to indemnify Indemnitee to the greatest extent possible under any applicable law against any liability or expense that may be imposed or incurred by the Indemnitee due to any act or omission of the Indemnitee in his capacity as a director or officer of the Company, either prior to or after the date hereof, in respect of the following (each of the following shall be hereinafter referred to as a "Claim"): 1.1. a financial obligation imposed on Indemnitee in favor of another person by a court judgment, including a compromise judgment or an arbitrator's award approved by court; 1.2. reasonable litigation expenses, including attorneys' fees, expended by Indemnitee (i) as a result of an investigation or proceeding instituted against him by a competent authority that is authorized to conduct such investigation or proceeding, which investigation or proceeding has not ended in a criminal charge or in a financial liability in lieu of a criminal proceeding, or has ended in a financial obligation in lieu of a criminal proceeding for an offence that does not require proof of criminal intent (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(al) of the Companies Law, 1999 (the "Companies Law")); or (ii) in connection with a monetary sanction ("Itzum Caspi") 1.3. reasonable litigation expenses, including attorneys' fees, expended by Indemnitee or charged to him by a court, in a proceeding instituted against him by the Company or on its behalf or by another person, or in a criminal charge from which he was acquitted or in any criminal proceeding of a crime which does not require proof of criminal intent in which the Indemnitee is convicted; 1.4. expenses, including reasonable litigation expenses and legal fees, incurred by the Indemnitee as a result of an Administrative Proceeding instituted against the Indemnitee. "Administrative Proceeding" shall mean a proceeding instituted pursuant to (a) Chapter H3 of the Israeli Securities Law 5728-1968 (the "Securities Law"), "Imposition of Monetary Sanctions by the Securities Authority"; (b) Chapter H4 of the Securities Law, "Imposition of Administrative Enforcement Sanctions by the Enforcement Committee"; (c) Chapter I1 of the Securities Law, "Arrangement for the Avoidance of Proceedings or Termination of Proceedings, which is Subject to Conditions" or (d) pursuant to Chapter I4(d) of the Companies Law; and

Contractual Indemnity. The Company hereby agrees, subject to the limitations set forth of Sections 2, 3, and 6 hereof, and the limitations mentioned in this Agreementthe Company’s Articles of Association, to indemnify Indemnitee Indemnitee, to the greatest extent possible under any applicable law law, against any liability or expense that may be imposed or incurred by the Indemnitee due to in respect of any act or omission of the 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 officer 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”), either prior to or after the date hereof, in respect of the following including: (each of the following shall be hereinafter referred to as i) a "Claim"): 1.1. a financial monetary obligation imposed on Indemnitee in favor of another person by a court judgment, including a compromise judgment given in settlement or an arbitrator's award approved by court; 1.2. ; (ii) reasonable litigation expenses, including attorneys' advocates’ professional fees, expended incurred by Indemnitee (i) as a result of the Office Holder pursuant to an investigation or a proceeding instituted commenced against him by a competent authority and that is authorized to conduct was terminated without an indictment and without having a monetary charge imposed on him in exchange for a criminal procedure (as such investigation terms are defined in the Companies Law), or proceeding, which investigation or proceeding has not ended that was terminated without an indictment but with a monetary charge imposed on him in exchange for a criminal procedure in a criminal charge or in a financial liability in lieu of a criminal proceeding, or has ended in a financial obligation in lieu of a criminal proceeding for an offence crime that does not require proof of criminal intent (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(al) of the Companies Law, 1999 (the "Companies Law")); or (ii) in connection with a monetary sanction financial sanction; ("Itzum Caspi") 1.3. iii) reasonable litigation expenses, including attorneys' fees, expended by Indemnitee or charged to him Indemnitee by a court, in a proceeding instituted against him Indemnitee by the Company or on its behalf or by another person, or in a criminal charge from which he Indemnitee was acquitted acquitted, or in any a criminal proceeding in which Indemnitee was convicted of a crime which an offense that does not require proof of criminal intent in which the Indemnitee is convicted; 1.4. intent; (iv) expenses, including reasonable litigation expenses and legal fees, incurred by the Indemnitee an Office Holder as a result of an Administrative Proceeding instituted against the Indemnitee. "Administrative Proceeding" shall mean a proceeding instituted against such Office Holder in relation to (A) infringements that may result in imposition of financial sanction pursuant to (a) the provisions of Chapter H3 of H'3 under the Israeli Securities Law 5728-1968 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"), "Imposition ; and (iv) payments to an injured party of Monetary Sanctions by the Securities Authority"; (binfringement under Section 52ND(a)(1)(a) Chapter H4 of the Securities LawLaw (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, "Imposition even if (i) occurred prior to the signing of Administrative Enforcement Sanctions 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 Enforcement Committee"; (c) Chapter I1 best interests of the Securities LawCompany, "Arrangement for the Avoidance of Proceedings or Termination of Proceedings, which is Subject to Conditions" or (dii) pursuant with respect to Chapter I4(d) of the Companies Law; andany 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 set forth of Sections 2, 3, and 6 hereof, and the limitations mentioned in this Agreementthe Company’s Articles of Association, to indemnify Indemnitee Indemnitee, to the greatest extent possible under any applicable law law, against any liability or expense that may be imposed or incurred by the Indemnitee due to in respect of any act or omission of the 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 officer 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”), either prior to or after the date hereof, in respect of the following including: (each of the following shall be hereinafter referred to as i) a "Claim"): 1.1. a financial monetary 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; 1.2. ; (ii) reasonable litigation expenses, including attorneys' advocates’ professional fees, expended incurred by Indemnitee (i) as a result of the Office Holder pursuant to an investigation or a proceeding instituted commenced against him by a competent authority and that is authorized to conduct was terminated without an indictment and without having a monetary charge imposed on him in exchange for a criminal procedure (as such investigation terms are defined in the Law), or proceeding, which investigation or proceeding has not ended that was terminated without an indictment but with a monetary charge imposed on him in exchange for a criminal procedure in a criminal charge or in a financial liability in lieu of a criminal proceeding, or has ended in a financial obligation in lieu of a criminal proceeding for an offence crime that does not require proof of criminal intent intent; (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(aliii) of the Companies Law, 1999 (the "Companies Law")); or (ii) in connection with a monetary sanction ("Itzum Caspi") 1.3. reasonable litigation expenses, including attorneys' ’ fees, expended by Indemnitee or charged to him Indemnitee by a court, in a proceeding instituted against him Indemnitee by the Company or on its behalf or by another person, or in a criminal charge from which he Indemnitee was acquitted acquitted, or in any a criminal proceeding in which Indemnitee was convicted of a crime which an offense that does not require proof of criminal intent in which (collectively referred to hereinafter as “Claim”). The Company shall indemnify the Indemnitee with respect to actions or 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 convicted; 1.4no longer an Office Holder. expensesThe termination of any action or proceeding by judgment, including reasonable litigation expenses 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 legal fees, incurred by in a manner which Indemnitee reasonably believed to be in the Indemnitee as a result of an Administrative Proceeding instituted against the Indemnitee. "Administrative Proceeding" shall mean a proceeding instituted pursuant to (a) Chapter H3 best interests of the Israeli Securities Law 5728-1968 (the "Securities Law")Company, "Imposition of Monetary Sanctions by the Securities Authority"; (b) Chapter H4 of the Securities Law, "Imposition of Administrative Enforcement Sanctions by the Enforcement Committee"; (c) Chapter I1 of the Securities Law, "Arrangement for the Avoidance of Proceedings or Termination of Proceedings, which is Subject to Conditions" or (dii) pursuant with respect to Chapter I4(d) of the Companies Law; andany 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 set forth in this Agreement, to : To indemnify Indemnitee to the greatest extent possible under any applicable law against any liability or expense that may be imposed or incurred by the Indemnitee due to any act or omission in respect of the following acts or omissions of Indemnitee in his capacity as a director or officer of the Company, either prior to or after the date hereof, in respect of the following : (each of the following shall be hereinafter referred to as a "Claim"): 1.1. i) a financial obligation imposed on Indemnitee in favor of another person by a court judgment, including a compromise judgment or an arbitrator's award approved by court; 1.2. ; (ii) reasonable litigation expenses, including attorneys' fees, expended by Indemnitee (i) as a result of an investigation or proceeding instituted against him by a competent authority that is authorized to conduct such investigation or proceedingauthority, which investigation or proceeding has not ended in a criminal charge or in a financial liability in lieu of a criminal proceeding, or has ended in a financial obligation in lieu of a criminal proceeding for an offence that does not require proof of criminal intent (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(al260(a1) of the Companies Law, 1999 (the "Companies Law")1999); or and (iiiii) in connection with a monetary sanction ("Itzum Caspi") 1.3. reasonable litigation expenses, including attorneys' fees, expended by Indemnitee or charged to him by a court, in a proceeding instituted against him by the Company or on its behalf or by another person, or in a criminal charge from which he was acquitted or in any criminal proceeding of a crime which does not require proof of criminal intent in which the Indemnitee is convicted; 1.4convicted (collectively referred to hereinafter as a "Claim"). expenses, including reasonable litigation expenses and legal fees, incurred The above indemnification will also apply to any action taken by the Indemnitee in his capacity as a result director or officer of an Administrative Proceeding instituted against the Indemnitee. "Administrative Proceeding" shall mean a proceeding instituted pursuant to (a) Chapter H3 of the Israeli Securities Law 5728-1968 (the "Securities Law")any other company controlled, "Imposition of Monetary Sanctions directly or indirectly, by the Securities Authority"; Company (ba “Subsidiary”) Chapter H4 or in his capacity as a director or officer of the Securities Law, "Imposition of Administrative Enforcement Sanctions a company not controlled by the Enforcement Committee"; Company but where his appointment as a director or officer results from the Company’s holdings in such company (c) Chapter I1 of the Securities Law, "Arrangement for the Avoidance of Proceedings or Termination of Proceedings, which is Subject to Conditions" or (d) pursuant to Chapter I4(d) of the Companies Law; and“Affiliate”).