Common use of Indemnification; Directors’ and Officers’ Liability Insurance Clause in Contracts

Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me. We look forward to your employment with the Company. Very truly yours, NOVOCURE USA LLC By: /s/Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: President Dated: January 4, 2024 Accepted and Agreed: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Dated: January 4, 2024 Exhibit A RELEASE AGREEMENT This RELEASE AGREEMENT (“Agreement”) made this [ ], [ ] (the “Effective Date”), between Novocure USA LLC (including its successors and assigns, the “Company”), and Xxxxxxx Xxxx (the “Executive”).

Appears in 1 contract

Samples: Release Agreement (NovoCure LTD)

AutoNDA by SimpleDocs

Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me. We look forward to your employment with the Company. Very truly yours, NOVOCURE USA LLC By: /s//s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: President Dated: January 4, 2024 Accepted and Agreed: /s/ /s/Xxxxx Xxxxxxx Xxxx Xxxxx Xxxxxxx Xxxx Dated: January 4, 2024 Exhibit A RELEASE AGREEMENT This RELEASE AGREEMENT (“Agreement”) made this [ ], [ ] (the “Effective Date”), between Novocure USA LLC (including its successors and assigns, the “Company”), and Xxxxx Xxxxxxx Xxxx (the “Executive”).

Appears in 1 contract

Samples: Release Agreement (NovoCure LTD)

Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in Xx. Xxxxxxxxxxx September 1, 2020 commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me. We look forward to your employment with the Company. Very truly yours, NOVOCURE USA LLC By: /s/Xxxxx Xxxxxxxxxxx /s/ Xxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Title: President CEO Dated: January 4August 12, 2024 2020 Accepted and Agreed: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxxxxx X.X. Groenhuysen Wilhelmus X.X. Xxxxxxxxxxx Dated: January 4August 12, 2024 Exhibit A RELEASE AGREEMENT This RELEASE AGREEMENT (“Agreement”) made this [ ], [ ] (the “Effective Date”), between Novocure USA LLC (including its successors and assigns, the “Company”), and Xxxxxxx Xxxx (the “Executive”).2020

Appears in 1 contract

Samples: Release Agreement (NovoCure LTD)

Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other Xx. Xxxxxxx September 1, 2020 Page 14 senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me. We look forward to your employment with the Company. Very truly yours, NOVOCURE USA LLC By: /s/Xxxxx Xxxxxxxxxxx /s/ Xxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Title: President CEO Dated: January 4August 12, 2024 2020 Accepted and Agreed: /s/ Xxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxx Dated: January 4August 12, 2024 Exhibit A 2020 1. RELEASE AGREEMENT This RELEASE AGREEMENT (“Agreement”) made this [ ], [ ] (the “Effective Date”), between Novocure USA LLC (including its successors and assigns, the “Company”), and Xxxxxx Xxxxxxx Xxxx (the “Executive”).

Appears in 1 contract

Samples: Release Agreement (NovoCure LTD)

Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in Xx. Xxxxxxx September 1, 2020 commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me. We look forward to your employment with the Company. Very truly yours, NOVOCURE USA LLC By: /s/Xxxxx Xxxxxxxxxxx /s/ Xxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Title: President CEO Dated: January 4August 12, 2024 2020 Accepted and Agreed: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxx Dated: January 4August 12, 2024 Exhibit A 2020 1. RELEASE AGREEMENT This RELEASE AGREEMENT (“Agreement”) made this [ ], [ ] 202_ (the “Effective Date”), between Novocure USA LLC (including its successors and assigns, the “Company”), and Xxxxxxx Xxxx Xxxxxxx (the “Executive”).

Appears in 1 contract

Samples: Release Agreement (NovoCure LTD)

Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me. We look forward to your employment with the Company. Very truly yours, NOVOCURE USA LLC By: /s/Xxxxx Xxxxxxxxxxx /s/ Xxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Title: President CEO Dated: January 4May 3, 2024 2023 Accepted and Agreed: /s/ Xxxxx Xxxxxxx Xxxx Xxxxx Xxxxxxx Xxxx Dated: January 4May 3, 2024 Exhibit A 2023 RELEASE AGREEMENT This RELEASE AGREEMENT (“Agreement”) made this [ ], [ ] (the “Effective Date”), between Novocure USA LLC (including its successors and assigns, the “Company”), and Xxxxx Xxxxxxx Xxxx (the “Executive”).

Appears in 1 contract

Samples: Release Agreement (NovoCure LTD)

Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s 's and/or Parent’s 's governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys' fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me. We look forward to your employment with the Company. Very truly yours, NOVOCURE USA LLC By: /s/Xxxxx Xxxxxxxxxxx /s/ Pxxxxxx Xxxx Name: Xxxxx Xxxxxxxxxxx Pxxxxxx Xxxx Title: President Chief Commercial Officer EXECUTIVE By: /s/ Axxx Xxxxxxxx Name: Axxx Xxxxxxxx Dated: January 4July 25, 2024 Accepted and Agreed: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Dated: January 4, 2024 2018 Exhibit A RELEASE AGREEMENT This RELEASE AGREEMENT ("Agreement") made this [ ], [ [] (the "Effective Date"), between Novocure USA LLC (including its successors and assigns, the "Company"), and Xxxxxxx Pxxxxxx Xxxx (the "Executive").

Appears in 1 contract

Samples: Release Agreement (NovoCure LTD)

AutoNDA by SimpleDocs

Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreementcertificate of incorporation, articles of association and/or bylaws, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally Xx. Xxxxx May 11, 2016 Page 14 determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board or the Parent Board board of directors of the Company (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Parent, the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find Notwithstanding the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth foregoing, nothing in this Agreement by signing is intended to expand or limit any right to indemnification and/or coverage under applicable directors and officers liability insurance to which you were entitled immediately prior to the enclosed duplicate original of this Agreement and returning it to me. We look forward to your employment with the Company. Very truly yours, NOVOCURE USA LLC By: /s/Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: President Dated: January 4, 2024 Accepted and Agreed: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Dated: January 4, 2024 Exhibit A RELEASE AGREEMENT This RELEASE AGREEMENT (“Agreement”) made this [ ], [ ] (the “Effective Date”), including, without limitation, pursuant to that certain Indemnification Agreement between Novocure USA LLC (including you and the Parent, dated as of March 17, 2016, which shall remain in full force and effect pursuant to its successors and assigns, the “Company”), and Xxxxxxx Xxxx (the “Executive”)terms.

Appears in 1 contract

Samples: Release Agreement (Novocure LTD)

Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s 's and/or Parent’s 's governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys' fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me. We look forward to your employment with the Company. Very truly yours, NOVOCURE USA LLC By: /s/Xxxxx Xxxxxxxxxxx By:/s/ Xxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Title: President DatedCEO Date: January 4February 23, 2024 2017 Accepted and Agreed: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Dated: January 4, 2024 Exhibit A RELEASE AGREEMENT This RELEASE AGREEMENT (“Agreement”) made this [ ], [ ] (the “Effective Date”), between Novocure USA LLC (including its successors and assigns, the “Company”), and Xxxxxxx Xxxx (the “Executive”).Xxxxxxxxxx

Appears in 1 contract

Samples: Employee Agreement (NovoCure LTD)

Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me. We look forward to your continued employment with the Company. Very truly yours, NOVOCURE USA LLC By: /s//s/ Xxxxxxx Xxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxxxx Title: President Chief Human Resources Officer Dated: January 4April 1, 2024 2022 Accepted and Agreed: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx Dated: January 4April 1, 2024 Exhibit 2022 EXHIBIT A RELEASE AGREEMENT This RELEASE AGREEMENT (“Agreement”) made this [ ], [ ] 202_ (the “Effective Date”), between Novocure USA LLC (including its successors and assigns, the “Company”), and Xxxxxxx Xxxx Xxxxxxxxxx (the “Executive”).

Appears in 1 contract

Samples: Release Agreement (NovoCure LTD)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!