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Common use of Indemnification and Advancement of Expenses Clause in Contracts

Indemnification and Advancement of Expenses. 2.1 The Company hereby undertakes to indemnify the Indemnitee to the fullest extent permitted by applicable law from time to time, for any liability and Expense that may be imposed on Indemnitee due to an act performed or failure to act by him in his capacity as an Office Holder of the Company or any subsidiary of the Company or any entity in which Indemnitee serves as an Office Holder at the request of the Company either prior to or after the date hereof, for any event against which indemnification is available or permitted by law to be provided to an Office Holder (“Indemnifiable Events”), including without limitation the following: 2.1.1 monetary liability imposed on an Office Holder in favor of a third party in a judgment, including a settlement or an arbitral award confirmed by a court; 2.1.2 reasonable legal costs, including attorney’s fees, expended by the Indemnitee as a result of an investigation or proceeding instituted against the Indemnitee by a competent authority, provided that such investigation or proceeding concludes without the filing of an indictment against the Indemnitee and either (A) no financial liability was imposed on the Indemnitee in lieu of criminal proceedings, or (B) financial liability was imposed on the Indemnitee in lieu of criminal proceedings but the alleged criminal offense does not require proof of criminal intent; and 2.1.3 reasonable legal costs, including attorney’s fees, expended by the Indemnitee or for which the Indemnitee is charged by a court, (a) in an action brought against the Indemnitee by or on behalf of the Company or a third party, or (b) in a criminal action in which the Indemnitee is found innocent, or (c) in a criminal action in which the Indemnitee is convicted and in which a proof of criminal intent is not required. 2.2 The indemnification undertaking made by the Company shall be only with respect to such events as are described in Schedule A hereto. The maximum amount payable by the Company under this Agreement for each event described in Schedule A shall be as set forth in Schedule A. The indemnification provided herein shall not be subject to the limitations imposed by this Section 2.2 and Schedule A if and to the extent such limits are no longer required by law. 2.3 If so requested by Indemnitee, the Company shall advance an amount (or amounts) estimated by it to cover Indemnitee’s Expenses, including attorneys’ fees, with respect to which Indemnitee is entitled to be indemnified under Paragraph 2.1 above. The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days after written demand by such Indemnitee therefor to the Company. 2.4 The Company’s obligation to indemnify Indemnitee and advance Expenses in accordance with this Agreement shall be for such period as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s service in the foregoing positions, whether or not Indemnitee is still serving in such positions. 2.5 The Company undertakes that as long as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and Office Holders liability insurance to cover the liability of Indemnitee, providing coverage in amounts as determined by the Board of Directors of the Company in its sole discretion; provided, that, the Company shall have no obligation to obtain or maintain directors and officers insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, or the coverage provided by such insurance is so limited by exclusions that it provides an insufficient benefit. The Company undertakes to give prompt written notice of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each of the policies.

Appears in 1 contract

Samples: Director Insurance, Indemnification and Exculpation Agreement (Backweb Technologies LTD)

Indemnification and Advancement of Expenses. 2.1 2.1. The Company hereby undertakes to indemnify the Indemnitee to the fullest extent permitted by applicable law from time to timelaw, for any liability and Expense that may be imposed on Indemnitee due to an act performed or failure to act by him in his capacity as an Office Holder of the Company or any subsidiary of the Company or any entity in which Indemnitee serves as an Office Holder at the request of the Company either prior to or after the date hereof, hereof for any event against which indemnification is available or permitted by law (the following shall be hereinafter referred to be provided to an Office Holder (“as "Indemnifiable Events”), including without limitation the following:"): 2.1.1 2.1.1. monetary liability imposed on an Office Holder the Indemnitee in favor of a third party in a judgment, including a settlement or an arbitral award confirmed by a court; 2.1.2 reasonable legal costs, including attorney’s fees, expended by for an act that the Indemnitee as a result performed by virtue of being an investigation or proceeding instituted against Office Holder of the Indemnitee by a competent authority, provided that such investigation or proceeding concludes without the filing of an indictment against the Indemnitee and either (A) no financial liability was imposed on the Indemnitee in lieu of criminal proceedings, or (B) financial liability was imposed on the Indemnitee in lieu of criminal proceedings but the alleged criminal offense does not require proof of criminal intentCompany; and 2.1.3 2.1.2. reasonable legal costscosts of litigation, including attorney’s attorneys' fees, expended by the Indemnitee or for which the Indemnitee is has been charged by a court, (a) in an action brought against the Indemnitee by or on behalf of the Company or a third party, or (b) in a criminal action in which the Indemnitee is was found innocent, or (c) in a criminal action offense in which the Indemnitee is was convicted and in which a proof of criminal intent is not required. 2.2 2.2. The indemnification undertaking made by the Company shall be only with respect to such events as are described in Schedule A hereto. The maximum amount payable by the Company under this Agreement for each event described in Schedule A shall be as set forth in Schedule A. The indemnification provided herein shall not be subject exceed one-half of the shareholders' equity of the Company, measured by the balance sheet of the Company last published prior to the limitations imposed by this Section 2.2 and Schedule A if and time that notice is provided to the extent such limits are no longer required by lawCompany pursuant to Section 8 below. 2.3 2.3. If so requested by the Indemnitee, the Company shall advance an amount (or amounts) estimated by it to cover Indemnitee’s 's reasonable litigation Expenses, including attorneys’ fees, with respect to which the Indemnitee is entitled to be indemnified under Paragraph Section 2.1 above. 2.4. The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days after written demand by such Indemnitee therefor to the Company. 2.4 The Company’s 's obligation to indemnify the Indemnitee and advance Expenses in accordance with this Agreement shall be for such period as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s 's service in the foregoing positions, whether or not the Indemnitee is still serving in such positions. 2.5 2.5. The Company undertakes that as long as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and Office Holders officers liability insurance to cover the liability of Indemnitee, providing coverage in amounts as determined by the Board of Directors of the Company in its sole discretion; provided, that, the Company shall have no obligation to obtain or maintain directors and officers insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate Indemnitee to the amount of coverage provided, or the coverage provided fullest extent permitted by such insurance is so limited by exclusions that it provides an insufficient benefit. The Company undertakes to give prompt written notice of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each of the policieslaw.

Appears in 1 contract

Samples: Director Indemnification and Exculpation Agreement (Check Point Software Technologies LTD)

Indemnification and Advancement of Expenses. 2.1 2.1. The Company hereby undertakes to indemnify the Indemnitee to the fullest extent permitted by applicable law from time to timelaw, for any liability and Expense that may be imposed on Indemnitee due to an act performed or failure to act by him in his capacity as an Office Holder Officer of the Company or any subsidiary of the Company or any entity in which Indemnitee serves as an Office Holder Officer at the request of the Company Company, all either prior to or after the date hereof, hereof for any event against which indemnification is available or permitted by law (the following shall be hereinafter referred to be provided to an Office Holder (as “Indemnifiable Events”), including without limitation the following:): 2.1.1 2.1.1. monetary liability imposed on an Office Holder the Indemnitee in favor of a third party in a judgmentjudgment (which third parties include, without limitation and to the fullest extent permitted by applicable law, any governmental entity), including a settlement or an arbitral award confirmed by a court;, for an act that the Indemnitee performed by virtue of being an Officer of the Company; and 2.1.2 2.1.2. reasonable legal costscosts of litigation, including attorney’s fees, expended by the Indemnitee as a result of an investigation or proceeding instituted against the Indemnitee by a competent authority, provided that such investigation or proceeding concludes concluded without the filing of an indictment against the Indemnitee or the imposition of any financial liability in lieu of criminal proceedings, or concluded without the filing of an indictment against the Indemnitee and either (A) no financial liability was imposed on the Indemnitee in lieu of criminal proceedings, or (B) a financial liability was imposed on the Indemnitee in lieu of criminal proceedings but the alleged with respect to a criminal offense does not require in which a proof of criminal intentintent is not required; and 2.1.3 2.1.3. reasonable legal costscosts of litigation, including attorney’s attorneys’ fees, expended by the Indemnitee or for which the Indemnitee is has been charged by a court, (a) in an action brought against the Indemnitee by or on behalf of the Company or a third party, or (b) in a criminal action in which the Indemnitee is found innocentwas acquitted, or (c) in a criminal action offense in which the Indemnitee is was convicted and in which a proof of criminal intent is not required; and 2.1.4. any other circumstances arising under the law in respect of which the Company may indemnify an Officer of the Company. 2.2 2.2. The indemnification undertaking made by the Company pursuant to Section 2.1.1 above shall be only with respect to such events as are described in Schedule A heretoattached hereto and additional events that the Board of Directors determines from time to time are reasonable under the circumstances. The maximum amount payable by the Company under this Agreement for each event described in Schedule A to the Indemnitee pursuant to Section 2.1.1 above shall be as the higher of (i) $US 1,000,000, or (ii) 80% of the Company’s cash reserves, measured promptly after receipt by the Company of notice from the Indemnitee of the commencement of any action, suit or proceeding regarding which the Indemnitee may seek indemnification hereunder. 2.3. Upon request by the Indemnitee in writing (which written instrument shall set forth in Schedule A. The reasonable detail the facts of such request in connection with which such indemnification provided herein shall not be is sought and which is accompanied by reasonable written evidence, including receipts which the Indemnitee has already paid or which the Indemnitee is obligated to pay), and subject to the limitations imposed by this Section 2.2 and Schedule A if and to the extent such limits are no longer required by law. 2.3 If so requested by IndemniteeCompany’s reimbursement rights set forth herein, the Company shall advance an amount (or amounts) estimated by it to cover the Indemnitee’s Expenses, including attorneys’ fees, Expenses with respect to which the Indemnitee is entitled to be indemnified under Paragraph 2.1 abovehereunder, subject to the terms hereof, including Section 3 below. The advances to be made hereunder shall be paid by the Company to the Indemnitee as soon as practicable but in any event no not later than fifteen (15) days after written demand by such the Indemnitee therefor to the Company. Nonetheless, if the actual expenses shall be lower than the amount advanced by the Company, or not paid at all by the Indemnitee, the Indemnitee shall promptly return to the Company all sums overpaid. 2.4 2.4. The Company’s obligation to indemnify the Indemnitee and advance Expenses in accordance with this Agreement shall be for such period as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s service in the foregoing positions, whether or not the Indemnitee is still serving in such positions. 2.5 The Company undertakes that as long as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and Office Holders liability insurance to cover the liability of Indemnitee, providing coverage in amounts as determined by the Board of Directors of the Company in its sole discretion; provided, that, the Company shall have no obligation to obtain or maintain directors and officers insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, or the coverage provided by such insurance is so limited by exclusions that it provides an insufficient benefit. The Company undertakes to give prompt written notice of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each of the policies.

Appears in 1 contract

Samples: Indemnification & Liability (Suspect Detection Systems, Inc.)

Indemnification and Advancement of Expenses. 2.1 The Company hereby undertakes to indemnify (a) If the Indemnitee is made a party or is threatened to be made a party to or is otherwise involved, whether or not a party thereto, in any possible, threatened, pending or completed action, suit, demand, arbitration, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”) or otherwise incurs, suffers, sustains or becomes subject to any expense, liability, damage, costs, obligations, penalties, claims or losses (including, without limitation, attorneys’ fees and expenses, judgments, fines, Employee Retirement and Income Security Act excise taxes or penalties and amounts paid or to be paid in settlement) (collectively, “Losses”), arising out of, relating to, based upon, in connection with or due to the fact that the Indemnitee is or was serving as a director (including, without limitation, as a member of any committee of the Board) and/or officer of the Company, any predecessor of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, trustee or officer of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (such service as a director, committee member, officer or other service at the request of the Company being referred to collectively as the “Official Capacity” of the Indemnitee), the Indemnitee shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable Maryland law from against all Losses incurred, suffered or sustained by the Indemnitee or to which the Indemnitee became subject in connection with such service, including without limitation any such Losses arising, directly or indirectly, out of facts and circumstances in existence prior to the time the Indemnitee began to timeserve the Company in such Official Capacity, whether or not known to or ascertainable by the Indemnitee at the time such Official Capacity commenced, except with respect to (i) a Proceeding by or in the right of the Company to procure a judgment in its favor (other than as described in Section 1(b)), or (ii) a Proceeding initiated by or on behalf of the Indemnitee against the Company (other than as described in Section 2) which Proceeding was not authorized by the Board (for any liability and Expense that may purposes of this clause (ii), a compulsory counterclaim by the Indemnitee against the Company in connection with a Proceeding initiated against the Indemnitee by the Company shall not be imposed considered to be a Proceeding initiated by or on behalf of the Indemnitee). Such indemnification as described in this Section 1(a) shall continue as to the Indemnitee due after the Indemnitee has ceased to an act performed or failure to act by him serve in his capacity or her Official Capacity as an Office Holder set forth above, and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators, conservators and guardians. (b) In the case of a Proceeding by or in the right of the Company or any subsidiary of the Company or to procure a judgment in its favor, the Indemnitee shall be entitled to indemnification as provided in Section 1, except in respect of any entity proceeding in which the Indemnitee serves as an Office Holder at the request of shall have been adjudged liable to the Company either prior by a court having jurisdiction over the matter. The Indemnitee shall be entitled to or after the date hereof, indemnification for any event against which indemnification is available or permitted by law to be provided to an Office Holder (“Indemnifiable Events”), including without limitation the following: 2.1.1 monetary liability imposed on an Office Holder in favor of a third party in a judgment, including a fines or amounts paid in settlement or an arbitral award confirmed by a court;to the Company in connection with such Proceeding. 2.1.2 reasonable legal costs, including attorney’s fees, expended by the Indemnitee as a result of an investigation or proceeding instituted against (c) The rights conferred upon the Indemnitee by a competent authoritythis Agreement shall include the right to be paid or reimbursed by the Company for any Losses from time to time incurred, provided that such investigation suffered or proceeding concludes without the filing of an indictment against the Indemnitee and either (A) no financial liability was imposed on the Indemnitee in lieu of criminal proceedings, or (B) financial liability was imposed on the Indemnitee in lieu of criminal proceedings but the alleged criminal offense does not require proof of criminal intent; and 2.1.3 reasonable legal costs, including attorney’s fees, expended sustained by the Indemnitee or for to which the Indemnitee is charged became subject in connection with any such service, including, without limitation, reasonable expenses actually incurred in connection with any such Proceeding or other action in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that such Advancement of Expense shall be made (without further inquiry by the Company or the Board) upon and only upon delivery to the Company of (i) a court, (a) in an action brought against written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL has been met and (ii) a written undertaking by or on behalf of the Indemnitee to repay any Advancement of Expenses if it shall ultimately be determined by a final, nonappealable judicial decision that the Indemnitee has not met the applicable standard of conduct necessary for indemnification under the MGCL. Any such undertaking shall be an unlimited general obligation of the Indemnitee but need not be secured and shall be accepted by the Company or a third party, or without reference to financial ability to make repayment. (bd) in a criminal action in which If the Indemnitee is found innocentsuccessful, on the merits or otherwise, in defending one or more but less than all claims, issues or matters in such Proceeding (c) in a criminal action in which the Indemnitee is convicted and in which a proof including dismissal without prejudice of criminal intent is not required. 2.2 The indemnification undertaking made by the Company shall be only with respect to such events as are described in Schedule A hereto. The maximum amount payable by the Company under this Agreement for each event described in Schedule A shall be as set forth in Schedule A. The indemnification provided herein shall not be subject to the limitations imposed by this Section 2.2 and Schedule A if and to the extent such limits are no longer required by law. 2.3 If so requested by Indemniteecertain claims), the Company shall advance an amount (indemnify the Indemnitee against any Losses including, without limitation, reasonable expenses actually incurred by the Indemnitee or amounts) estimated by it to cover on the Indemnitee’s Expensesbehalf in defending each such successfully resolved, including attorneys’ feesclaim, issue, or matter. (e) Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee, by reason of such Indemnitee’s Official Capacity is, or is threatened to become, a witness for any reason in any Proceeding in which such Indemnitee is not a party, such Indemnitee shall be indemnified against any Losses (and be entitled to Advancement of Expenses pursuant to clause 1(c) hereof) including, without limitation, reasonable expenses actually incurred by or on behalf of such Indemnitee in connection therewith. (f) Without diminishing or impairing the indemnification obligations of the Company hereunder or under Maryland law or the charter of by-laws of the Company, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any Losses with respect to which Indemnitee is entitled to be indemnified under Paragraph 2.1 above. The advances to be made hereunder shall be paid by the Company to is jointly liable with Indemnitee as soon as practicable but (or would be if joined in any event no later than fifteen (15) days after written demand by such Indemnitee therefor Proceeding), to the Company. 2.4 The Company’s obligation to indemnify Indemnitee and advance Expenses maximum extent permitted by Maryland law now or hereafter in accordance with this Agreement shall be for such period as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s service in the foregoing positions, whether or not Indemnitee is still serving in such positions. 2.5 The Company undertakes that as long as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and Office Holders liability insurance to cover the liability of Indemnitee, providing coverage in amounts as determined by the Board of Directors of the Company in its sole discretion; provided, that, force the Company shall have no obligation to obtain or maintain directors and officers insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate contribute to the amount of coverage such Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the coverage provided by Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such insurance is so limited by exclusions Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that it provides an insufficient benefitresulted in such expenses, judgments, fines or amounts paid in settlement, as well as any other equitable considerations. The Company undertakes to give prompt written notice relative fault of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each Company and all officers, directors or employees of the policiesCompany other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

Appears in 1 contract

Samples: Indemnification Agreement (Deerfield Capital Corp.)

Indemnification and Advancement of Expenses. 2.1 2.1. The Company hereby undertakes to indemnify the Indemnitee to the fullest extent permitted by applicable law from time to time, for any liability and Expense that may be imposed on Indemnitee due to an act performed or failure to act by him in his capacity as an Office Holder of the Company or any subsidiary of the Company or any entity in which Indemnitee serves as an Office Holder at the request of the Company either prior to or after the date hereof, for any event against which indemnification is available or permitted by law from time to be provided to an Office Holder time (“Indemnifiable Events”), including without limitation the following: 2.1.1 2.1.1. monetary liability imposed on an Office Holder the Indemnitee in favor of a third party in a judgment, including a settlement or an arbitral award confirmed by a court; 2.1.2 2.1.2. reasonable legal costs, including attorney’s fees, expended by the Indemnitee as a result of an investigation or proceeding instituted against the Indemnitee by a competent authority, provided that such investigation or proceeding concludes without the filing of an indictment against the Indemnitee and either (A) no financial liability was imposed on the Indemnitee in lieu of criminal proceedings, or (B) financial liability was imposed on the Indemnitee in lieu of criminal proceedings but the alleged criminal offense does not require proof of criminal intent; and 2.1.3 2.1.3. reasonable legal costs, including attorney’s attorneys’ fees, expended by the Indemnitee or for which the Indemnitee is charged by a court, (a) in an action brought against the Indemnitee by or on behalf of the Company or a third party, or (b) in a criminal action in which the Indemnitee is found innocent, or (c) in a criminal action in which the Indemnitee is convicted and in which a proof of criminal intent is not required. 2.2 2.2. The indemnification undertaking made by the Company shall be only with respect to such events as are described in Schedule A hereto. The maximum amount payable by the Company under this Agreement for each event described in Schedule A shall be as set forth in Schedule A. The indemnification provided herein shall not be subject exceed one-half of the shareholders’ equity of the Company, measured by the balance sheet of the Company last published prior to the limitations imposed by this Section 2.2 and Schedule A if and time that notice is provided to the extent such limits are no longer required by lawCompany pursuant to Section 8 below. 2.3 2.3. If so requested by the Indemnitee, the Company shall advance an amount (or amounts) estimated by it to cover Indemnitee’s reasonable litigation Expenses, including attorneys’ fees, with respect to which the Indemnitee is entitled to be indemnified under Paragraph Section 2.1 above. The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days after written demand by such Indemnitee therefor to the Company. 2.4 2.4. The Company’s obligation to indemnify the Indemnitee and advance Expenses in accordance with this Agreement shall be for such period as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s service in the foregoing positions, whether or not the Indemnitee is still serving in such positions. 2.5 2.5. The Company undertakes that as long as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and Office Holders officers liability insurance to cover the liability of Indemnitee, providing coverage in amounts as determined by the Board of Directors of the Company in its sole discretion; provided, that, the Company shall have no obligation to obtain or maintain directors and officers insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate Indemnitee to the amount of coverage provided, or the coverage provided fullest extent permitted by such insurance is so limited by exclusions that it provides an insufficient benefit. The Company undertakes to give prompt written notice of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each of the policieslaw.

Appears in 1 contract

Samples: Director Insurance, Indemnification and Exculpation Agreement (Check Point Software Technologies LTD)

Indemnification and Advancement of Expenses. 2.1 1.1. The Company hereby undertakes to indemnify the Indemnitee to the fullest extent permitted by applicable law from time to timelaw, for any liability and Expense expense specified in Sections 1.1.1 and 1.1.2 below that may be imposed on Indemnitee due to an act performed or failure to act by him in his capacity as an Office Holder, as such term is defined in the Companies Law – 5759–1999 (the “Companies Law”), or due to any event or occurrence related to the fact that Indemnitee is or was an Office Holder or an employee, agent or fiduciary of the Company or any subsidiary of the Company or any entity in which Indemnitee serves as an Office Holder or an employee, agent or fiduciary at the request of the Company or any subsidiary of the Company either prior to or after the date hereof, for any event against which indemnification is available or permitted by law hereof (the following shall be hereinafter referred to be provided to an Office Holder (as “Indemnifiable Events”), including without limitation the following:): 2.1.1 monetary 1.1.1. A financial liability imposed on an Office Holder Indemnitee in favor of a third party in a judgmentjudgment (which third parties include, without limitation and to the fullest extent permitted by applicable law, any governmental entity), including a compromise judgment given as a result of a settlement or an arbitral arbitrator’s award which has been confirmed by a court;; and 2.1.2 1.1.2. reasonable Expenses (to be paid either to the Indemnitee or if the Indemnitee so determines, at his sole discretion, directly to the Indemnitee’s legal costs, including attorney’s fees, and other advisors) expended by the an Indemnitee as a result of or which were imposed on an investigation or proceeding instituted against the Indemnitee by a competent authority, provided that such investigation court in proceedings instituted against him by the Company or in its name or by any other person or in relation to a criminal charge from which he was acquitted or in a criminal proceeding concludes without the filing in which he was convicted of an indictment against the Indemnitee and either (A) no financial liability was imposed on the Indemnitee in lieu of criminal proceedings, or (B) financial liability was imposed on the Indemnitee in lieu of criminal proceedings but the alleged a criminal offense that does not require proof of criminal intent; and 2.1.3 reasonable legal . For the purpose of this Agreement, “Expenses” shall include attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including attorney’s fees, expended by the Indemnitee or for which the Indemnitee is charged by a court, (a) in an action brought against the Indemnitee by or on behalf of the Company or a third partyappeal), or (b) preparing to defend, be a witness in a criminal action or participate in which the Indemnitee is found innocent, or (c) in a criminal action in which the Indemnitee is convicted and in which a proof of criminal intent is not requiredany claim relating to any Indemnifiable Event. 2.2 The 1.2. Notwithstanding anything herein to the contrary, the indemnification undertaking made given by the Company hereunder shall be only with respect to such events as are described in Schedule Exhibit A hereto. The maximum amount payable by the Company under this Agreement for each event described in Schedule Exhibit A shall be as set forth in Schedule Exhibit A. The indemnification provided herein shall not be subject to the limitations imposed by this Section 2.2 1.2 and Schedule Exhibit A if and to the extent such limits are no longer required by law. 2.3 1.3. If so requested by Indemnitee, and subject to the Company’s reimbursement right set forth in Section 6 below, the Company shall advance an amount (or amounts) estimated by it to cover Indemnitee’s Expenses, including attorneys’ fees, reasonable Expenses with respect to which Indemnitee is entitled to be indemnified under Paragraph 2.1 Section 1.1 above. The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days after written demand by such Indemnitee therefor to the Company. 2.4 1.4. The Company’s obligation to indemnify Indemnitee and advance Expenses expenses in accordance with this Agreement shall be for such period (the “Indemnification Period”) as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s service in the foregoing positionspositions described in Section 1.1 above, whether or not Indemnitee is still serving in such positions. 2.5 1.5. The Company undertakes that as long as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and Office Holders officers liability insurance to cover the liability of Indemnitee, providing coverage in amounts as determined by the Board of Directors of the Company in its sole discretion; provided, that, the Company shall have no obligation to obtain or maintain directors and officers insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, or the coverage provided by such insurance is so limited by exclusions that it provides an insufficient benefit. The Company undertakes to give prompt written notice of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each of the policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification & Liability (Shopping Com LTD)

Indemnification and Advancement of Expenses. 2.1 The 1.1. Without derogating from the Company’s right to indemnify the Indemnitee retroactively pursuant to its Articles of Association, the Company hereby agrees and undertakes to indemnify the Indemnitee to the fullest extent permitted by applicable law from time to timelaw, for any liability and Expense expense specified in Sections 1.1.1 and 1.1.2 below (the “Indemnifiable Expenses”) that may be imposed on Indemnitee due to an act performed or failure to act by him in his capacity as an Office Holder Holder, as such term is defined in the Companies Law – 5759–1999 (the “Companies Law”), or due to any event or occurrence related to the fact that Indemnitee is or was an Office Holder, agent or fiduciary of the Company or any subsidiary of the Company or any entity in which Indemnitee serves as an Office Holder or an agent or fiduciary at the request of the Company or any subsidiary of the Company, except in the event that the Indemnitee is separately covered and/or indemnified under such duty, either prior to or after the date hereofhereof (the following, for any event against which indemnification is available or permitted by law as set forth in schedule A, shall be hereinafter referred to be provided to an Office Holder (as “Indemnifiable Events”), including without limitation the following:): 2.1.1 monetary 1.1.1. A financial liability imposed on an Office Holder Indemnitee in favor of a third party in a judgmentjudgment (which third parties include, without limitation and to the fullest extent permitted by applicable law, any governmental entity), including a compromise judgment given as a result of a settlement or an arbitral arbitrator’s award which has been confirmed by a court;court (the “Judgment Liability”); and 2.1.2 reasonable 1.1.2. Reasonable litigation Expenses (to be paid either to the Indemnitee or if the Company so determines, at its sole discretion, directly to the Indemnitee’s legal costs, including attorney’s fees, and other advisors) expended by the an Indemnitee as a result of or which were imposed on an investigation or proceeding instituted against the Indemnitee by a competent authority, provided that such investigation court in proceedings instituted against him by the Company or in its name or by any other person or in relation to a criminal charge from which he was acquitted or in a criminal proceeding concludes without the filing in which he was convicted of an indictment against the Indemnitee and either (A) no financial liability was imposed on the Indemnitee in lieu of criminal proceedings, or (B) financial liability was imposed on the Indemnitee in lieu of criminal proceedings but the alleged a criminal offense that does not require proof of criminal intent; and 2.1.3 reasonable legal costs, including attorney’s fees, expended by intent (the Indemnitee or for which the Indemnitee is charged by a court, (a) in an action brought against the Indemnitee by or on behalf of the Company or a third party, or (b) in a criminal action in which the Indemnitee is found innocent, or (c) in a criminal action in which the Indemnitee is convicted and in which a proof of criminal intent is not required“Litigation Expenses”). 2.2 The indemnification undertaking made by the Company shall be only with respect to such events as are described in Schedule A hereto. The maximum amount payable by the Company under this Agreement for each event described in Schedule A shall be as set forth in Schedule A. The indemnification provided herein shall not be subject to the limitations imposed by this Section 2.2 and Schedule A if and to the extent such limits are no longer required by law. 2.3 If so requested by Indemnitee, the Company shall advance an amount (or amounts) estimated by it to cover Indemnitee’s Expenses, including attorneys’ fees, with respect to which Indemnitee is entitled to be indemnified under Paragraph 2.1 above. The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days after written demand by such Indemnitee therefor to the Company. 2.4 The Company’s obligation to indemnify Indemnitee and advance Expenses in accordance with this Agreement shall be for such period as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s service in the foregoing positions, whether or not Indemnitee is still serving in such positions. 2.5 The Company undertakes that as long as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and Office Holders liability insurance to cover the liability of Indemnitee, providing coverage in amounts as determined by the Board of Directors of the Company in its sole discretion; provided, that, the Company shall have no obligation to obtain or maintain directors and officers insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, or the coverage provided by such insurance is so limited by exclusions that it provides an insufficient benefit. The Company undertakes to give prompt written notice of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each of the policies.

Appears in 1 contract

Samples: Director and Officer Indemnity Agreement (Eltek LTD)

Indemnification and Advancement of Expenses. 2.1 The Company hereby undertakes to indemnify the Indemnitee to the fullest extent permitted by applicable law from time to timelaw, for any liability and Expense expense that may be imposed on Indemnitee due him/her with respect to an act performed or failure to act by him in his capacity as an Office Holder of the Company or any subsidiary of the Company or any entity in which Indemnitee serves as an Office Holder at the request of the Company either prior to or after the date hereof, for any event against which indemnification is available or permitted by law to be provided to an Office Holder (“Indemnifiable Events”), including without limitation the following: 2.1.1 monetary liability imposed on an Office Holder the Indemnitee in favor of a third party in a judgment, including a settlement or an arbitral award confirmed by a court;, for an act that the Indemnitee performed by virtue of being an Office Holder of the Company and/or holding any Position; and 2.1.2 reasonable legal costslitigation expenses, including attorney’s fees, expended by the Indemnitee as a result of an investigation or proceeding instituted against the Indemnitee him or her by a competent authority, provided that such investigation or proceeding concludes concluded without the filing of an indictment against the Indemnitee him or her and either (A) no concluded without the imposition of any financial liability was imposed on the Indemnitee in lieu of criminal proceedings, proceedings or (B) concluded with the imposition of a financial liability was imposed on the Indemnitee in lieu of criminal proceedings but the alleged relates to a criminal offense that does not require proof of criminal intent; and 2.1.3 reasonable legal costscosts of litigation, including attorney’s attorneys’ fees, expended by the Indemnitee or for which the Indemnitee is has been charged by a court, (a) in an action brought against the Indemnitee by or on behalf of the Company or a third party, or (b) in a criminal action in which the Indemnitee is found innocentwas acquitted, or (c) in a criminal action in offense for which the Indemnitee is was convicted and in for which a proof of criminal intent is not required. The above indemnification shall apply to any act performed or failure to act by the Indemnitee in his/her capacity as an Office Holder of the Company or as the holder of any Position. 2.2 The Company’s indemnification undertaking made by pursuant to Section 2.1.1 shall cover the Company shall be only with respect to such events as are Events described in Schedule A hereto. The maximum , and the indemnification amount payable by the Company under this Agreement Section 2.1.1 for each event described in Schedule A Event shall be as limited to the amounts set forth in Schedule A. The indemnification provided herein shall not be subject to Company’s board of directors determined that the limitations imposed by this Section 2.2 and amounts set forth in Schedule A if and to are reasonable considering the extent such limits are no longer required by lawnature of the event. 2.3 If so requested by Indemnitee, the Company shall advance an amount (or amounts) estimated by it to cover Indemnitee’s Expensesreasonable litigation expenses, including attorneys’ fees, with respect to which Indemnitee is entitled to be indemnified under Paragraph Section 2.1 above. The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days after written demand by such Indemnitee therefor to the Company. 2.4 The Company’s obligation to indemnify Indemnitee and advance Expenses expenses in accordance with this Agreement shall be for such period as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s service in the foregoing positions, whether or not Indemnitee is still serving in such positions. 2.5 The Company undertakes that as long as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and an Office Holders liability insurance to cover the liability of Indemnitee, providing coverage in amounts as determined by the Board of Directors Holder of the Company or serving in its sole discretion; provided, that, any Position (the Company shall have no obligation to obtain or maintain directors and officers insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, or the coverage provided by such insurance is so limited by exclusions that it provides an insufficient benefit. The Company undertakes to give prompt written notice of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each of the policies“Indemnification Period”).

Appears in 1 contract

Samples: Director Indemnity Agreement (Radware LTD)

Indemnification and Advancement of Expenses. 2.1 2.1. The Company hereby undertakes to indemnify the Indemnitee to the fullest extent permitted by applicable law from time to timelaw, for any liability and Expense that may be imposed on the Indemnitee due to an act performed or failure to act by him in his capacity as an Office Holder Officer of the Company or any subsidiary of the Company or any entity in which the Indemnitee serves as an Office Holder Officer at the request of the Company either prior to or after the date hereof, hereof for any event against which indemnification is available or permitted by law (the following shall be hereinafter referred to be provided to an Office Holder (“as "Indemnifiable Events”), including without limitation the following:"): 2.1.1 2.1.1. monetary liability imposed on an Office Holder the Indemnitee in favor of a third party in a judgmentcourt judgment (which third parties include, without limitation and to the fullest extent permitted by applicable law, any governmental entity), including a settlement or an arbitral award confirmed by a court;; and 2.1.2 2.1.2. reasonable legal costscosts of litigation, including attorney’s 's fees, expended by the Indemnitee as a result of an investigation or proceeding instituted against the Indemnitee by a competent authority, provided that such investigation or proceeding concludes (i) is concluded without the filing of an indictment against the Indemnitee (as defined in the Companies Law) or the imposition of any financial liability in lieu of criminal proceedings (as defined in the Companies Law), or (ii) is concluded without the filing of an indictment against the Indemnitee and either (A) no financial liability was imposed on the Indemnitee in lieu of criminal proceedings, or (B) a financial liability was imposed on the Indemnitee in lieu of criminal proceedings but the alleged with respect to a criminal offense does not require in which a proof of criminal intentintent is not required, or (iii) in connection with a monetary sanction; and 2.1.3 2.1.3. reasonable legal costscosts of litigation, including attorney’s attorneys' fees, expended by the Indemnitee or for which the Indemnitee is has been charged by a court, (a) in an action brought against the Indemnitee by or on behalf of the Company or a third party, or (b) in a criminal action in which the Indemnitee is was found innocent, or (c) in a criminal action offense in which the Indemnitee is was convicted and in which a proof of criminal intent is not required; and 2.1.4. a payment which the Office Holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1(a)) of the Securities Law, 5728-1968. 2.2 2.1.5. any other circumstances arising under the law in respect of which the Company may indemnify an Officer of the Company. 2.2. The indemnification undertaking made by the Company pursuant to Section 2.1.1 above shall be only with respect to such events as are described in Schedule A heretoattached hereto and additional events that the Board of Directors determines from time to time are reasonable under the circumstances. The maximum amount payable by the Company under this Agreement for each event described in Schedule A to the Indemnitee pursuant to Section 2.1.1 above shall be as set forth in Schedule A. one million United States dollars (US$ 1,000,000). The indemnification provided herein shall not be subject to the limitations imposed by this Section 2.2 ‎2.2 and Schedule A if and to the extent such limits are no longer required by law. All amounts stated herein in US$, and if paid in NIS, are to be calculated according to the representative rate of exchange, or any other official rate of exchange that may replace it, published by the Bank of Israel on the date of payment by the Company hereunder. 2.3 If 2.3. Subject to applicable law and to the other provisions of this Agreement, if so requested by the Indemnitee, the Company shall advance an amount (or amounts) estimated by it the Company to cover the Indemnitee’s Expenses, including attorneys’ fees, 's reasonable litigation expenses with respect to which the Indemnitee is entitled to be indemnified under Paragraph Sections 2.1 and 2.2 above, subject to Section 3 below. The advances Company will also make available to the Indemnitee any security or guarantee that may be required to post in accordance with an interim decision given by a court or an arbitrator in procedings with respect to which the Indemnitee is entitled to be made hereunder shall be paid by indemnified under Sections 2.1 and 2.2 above, subject to Section 3 below, including for the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days after written demand by such Indemnitee therefor to purpose of substituting liens imposed on the CompanyIndemnitee's assets. 2.4 2.4. The Company’s 's obligation to indemnify the Indemnitee and advance Expenses expenses in accordance with this Agreement shall be for such period as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s 's service in the foregoing positions, whether or not the Indemnitee is still serving in such positions. 2.5 The Company undertakes that 2.5. All amounts paid as long as it indemnification pursuant hereto will be grossed-up to cover any tax payments the Indemnitee may be obligated required to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and Office Holders liability insurance to cover the liability of Indemnitee, providing coverage in amounts as determined by the Board of Directors of the Company in its sole discretion; provided, that, the Company shall have no obligation to obtain or maintain directors and officers insurance make if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance indemnification payments are disproportionate taxable to the amount of coverage provided, or the coverage provided by such insurance is so limited by exclusions that it provides an insufficient benefit. The Company undertakes to give prompt written notice of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each of the policiesIndemnitee.

Appears in 1 contract

Samples: Officer Indemnity and Exculpation Agreement (Foamix Pharmaceuticals Ltd.)

Indemnification and Advancement of Expenses. 2.1 2.1. The Company hereby undertakes to indemnify the Indemnitee to the fullest extent permitted by applicable law from time to time, for any liability and Expense that may be imposed on Indemnitee due to an act performed or failure to act by him in his or her capacity as an Office Holder of the Company or any subsidiary of the Company may have or any entity in which the Indemnitee serves as an Office Holder at the request of the Company either prior to or after the date hereof, for any event against which indemnification is available or permitted by law from time to be provided to an Office Holder time (“Indemnifiable Events”), including without limitation the following: 2.1.1 2.1.1. monetary liability imposed on an Office Holder the Indemnitee in favor of a third party in a judgment, including a settlement or an arbitral award confirmed by a court; 2.1.2 2.1.2. reasonable legal costs, including attorney’s fees, expended by the Indemnitee as a result of an investigation or proceeding instituted against the Indemnitee by a competent authority, provided that such investigation or proceeding concludes without the filing of an indictment against the Indemnitee and either (A) no financial liability was imposed on the Indemnitee in lieu of criminal proceedings, or (B) financial liability was imposed on the Indemnitee in lieu of criminal proceedings but the alleged criminal offense does not require proof of criminal intent; and 2.1.3 2.1.3. reasonable legal costs, including attorney’s attorneys’ fees, expended by the Indemnitee or for which the Indemnitee is charged by a court, (a) in an action brought against the Indemnitee by or on behalf of the Company or a third party, or (b) in a criminal action in which the Indemnitee is found innocent, or (c) in a criminal action in which the Indemnitee is convicted and in which a proof of criminal intent is not required. 2.2 2.2. The indemnification undertaking made by the Company shall be only with respect to such events as are described in Schedule A hereto. The maximum amount payable by the Company under this Agreement for each event described in Schedule A shall be as set forth in Schedule A. The indemnification provided herein shall not be subject exceed 50% of the shareholders’ equity of the Company, measured by the balance sheet of the Company last published prior to the limitations imposed by this Section 2.2 and Schedule A if and time that notice is provided to the extent such limits are no longer required by lawCompany pursuant to Section 8 below. 2.3 2.3. If so requested by the Indemnitee, the Company shall advance an amount (or amounts) estimated by it to cover Indemnitee’s reasonable litigation Expenses, including attorneys’ fees, with respect to which the Indemnitee is entitled to be indemnified under Paragraph Section 2.1 above. The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days after written demand by such Indemnitee therefor to the Company. 2.4 2.4. The Company’s obligation to indemnify the Indemnitee and advance Expenses in accordance with this Agreement shall be for such period as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s service in the foregoing positions, whether or not the Indemnitee is still serving in such positions. 2.5 2.5. The Company undertakes that as long as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and Office Holders officers’ liability insurance to cover the liability of Indemnitee, providing coverage in amounts as determined by the Board of Directors of the Company in its sole discretion; provided, that, the Company shall have no obligation to obtain or maintain directors and officers insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate Indemnitee to the amount of coverage provided, or the coverage provided fullest extent permitted by such insurance is so limited by exclusions that it provides an insufficient benefit. The Company undertakes to give prompt written notice of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each of the policieslaw.

Appears in 1 contract

Samples: Insurance, Indemnification and Exculpation Agreement (RRSat Global Communications Network Ltd.)