Indemnity and Loan of Funds for Defence Proceedings. 2.1 Subject to Clause 3, the Company undertakes to indemnify the Director against any loss, liability or damage, howsoever caused (including in respect of the Director’s own negligence), suffered or incurred by the Director in respect of the Director’s acts or omissions while, or in the course of acting as: (A) a director or employee of the Company; (B) a director or employee of any Associated Company; or (C) a director or employee of any Affiliate, or which otherwise arises by virtue of the Director holding or having held such office, in each case, to the extent arising out of or in connection with, directly or indirectly, any claim, action or proceedings brought against the Director or any other person in any jurisdiction in respect of any alleged loss, liability or damage, howsoever caused (including in respect of the Director’s own negligence), actually or allegedly suffered by any person in consequence of any of the Director’s acts or omissions while, or in the course of acting as, a person set out in paragraphs (A), (B) or (C) or which otherwise arises, howsoever caused (including in respect of the Director’s own negligence), by virtue of the Director holding or having held such office or employment. 2.2 The indemnity provided for in Clause 2.1 shall apply to the widest extent permitted by English law and as if any relevant Associated Company or Affiliate were an “associated company” of the Company within the meaning of section 309(A) of the Act. 2.3 The indemnity provided for in Clause 2.1 shall extend to cover all reasonable direct and indirect costs and expenses incurred by the Director in investigating, responding to or defending, or otherwise participating in, any relevant claim, action or proceedings (including, without limitation, lawyers’ fees, court costs, costs of transcripts, fees of experts, witness fees, document management costs, communications costs and costs and expenses incurred in connection with any appeal, including any bond or security therefor).
Appears in 1 contract
Samples: Director Indemnity Agreement
Indemnity and Loan of Funds for Defence Proceedings. 2.1 Subject to sub-clause 2.4 and to Clause 34, the Company undertakes to indemnify the Director against any loss, and all liability or damage, howsoever caused (including in respect of the Director’s own negligence), suffered or incurred by the Director on or after the date of this Deed (except to the extent that the Company would be prohibited by applicable law or regulation from so indemnifying the Director) in respect of the Director’s acts or omissions while, or in the course of acting as:
(A) a director or employee of the Company;
(B) a director or employee of any Associated CompanySubsidiary Undertaking; or
(C) a director or employee of any Affiliate, or which otherwise arises by virtue of the Director holding or having held such office, in each case, to the extent arising out of or in connection with, directly or indirectly, any claim, action Back to Contents or proceedings brought against the Director or any other person in any jurisdiction in respect of any alleged loss, liability or damage, howsoever caused (including in respect of the Director’s own negligence), damage actually or allegedly suffered by any person in consequence of any of the Director’s acts or omissions while, or in the course of acting as, a person set out in paragraphs (A), (B) or (C) above, PROVIDED THAT, without prejudice to any other rights or which otherwise arisesremedies available to the Director, howsoever caused this indemnity shall not extend to any liability suffered or incurred by the Director:
(including i) to the Company, any Subsidiary Undertaking or any Affiliate;
(ii) to pay a fine imposed in criminal proceedings;
(iii) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising);
(iv) in defending any criminal proceedings in which he is convicted (where such conviction has become final);
(v) in defending any civil proceedings brought by the Director’s own negligenceCompany, any Subsidiary Undertaking or any Affiliate, in which judgment is given against him (where such judgement has become final), by virtue ; or
(vi) in connection with any application under (a) section 144 (3) or (4) of the Director holding Act or having held (b) section 727 of the Act, in which the court refuses to grant him relief (where such office or employmentrefusal has become final).
2.2 The indemnity provided for Without prejudice to sub-clause 2.1, the Company undertakes, in Clause 2.1 shall apply relation to any Third Party Claim, to loan such funds to the widest extent permitted Director as the Company, in its reasonable discretion, considers appropriate for him to meet expenditure incurred or to be incurred by English law and as if him:
(i) in defending any relevant Associated Company criminal or Affiliate were an “associated company” civil proceeding; or
(ii) in connection with any application under (a) section 144 (3) or (4) of the Company within the meaning of Act or (b) section 309(A) 727 of the Act.
2.3 The indemnity provided for If the Company considers it appropriate to make any loan pursuant to sub-clause 2.2, such loan shall be:
(i) on terms which result in Clause 2.1 shall extend the loan falling to cover all reasonable direct and indirect costs and expenses incurred by be repaid not later than (a) in the event of the Director being convicted, the date on which such conviction has become final, (b) in investigatingthe event of judgment being given against the Director, responding the date on which such judgment has become final or (c) in the event of the court refusing to grant the Director relief on the application, the date on which such refusal for relief has become final; and
(ii) on such other terms as the Company, in it reasonable discretion, deems appropriate or defendingdesirable.
2.4 References in this Clause to acts and omissions are to acts and omissions respectively carried out, made or omitted to be made before, on or after the date of this Deed.
2.5 References in this Clause to a conviction, judgment or refusal becoming final are (a) if such conviction, judgment or refusal is not appealed against, to the end of the period for bringing an appeal, or (b) if it is appealed against, to the time when the appeal (or any further appeal) is determined and the time for bringing any further appeal has ended or it is abandoned or otherwise participating in, any relevant claim, action or proceedings (including, without limitation, lawyers’ fees, court costs, costs of transcripts, fees of experts, witness fees, document management costs, communications costs and costs and expenses incurred in connection with any appeal, including any bond or security therefor)ceases to have effect.
Appears in 1 contract
Samples: Deed of Indemnity (Cadbury Schweppes Public LTD Co)
Indemnity and Loan of Funds for Defence Proceedings. 2.1 Subject to Clause 3, the Company undertakes to indemnify the Director against any loss, liability or damage, howsoever caused (including in respect of the Director’s own negligence), suffered or incurred by the Director in respect of the Director’s acts or omissions while, or in the course of acting as:
(A) a director or employee of the Company;
(B) a director or employee of any Associated Company; or
(C) a director or employee of any Affiliate, or which otherwise arises by virtue of the Director holding or having held such office, in each case, to the extent arising out of or in connection with, directly or indirectly, any claim, action or proceedings brought against the Director or any other person in any jurisdiction in respect of any alleged loss, liability or damage, howsoever caused (including in respect of the Director’s own negligence), actually or allegedly suffered by any person in consequence of any of the Director’s acts or omissions while, or in the course of acting as, a person set out in paragraphs (A), (B) or (C) or which otherwise arises, howsoever caused (including in respect of the Director’s own negligence), by virtue of the Director holding or having held such office or employment.
2.2 The indemnity provided for in Clause 2.1 shall apply to the widest extent permitted by English law and as if any relevant Associated Company or Affiliate were an “associated companybody corporate” of the Company within the meaning of section 309(A) 256 of the Act.
2.3 The indemnity provided for in Clause 2.1 shall extend to cover all reasonable direct and indirect costs and expenses incurred by the Director in investigating, responding to or defending, or otherwise participating in, any relevant claim, action or proceedings (including, without limitation, lawyers’ fees, court costs, costs of transcripts, fees of experts, witness fees, document management costs, communications costs and costs and expenses incurred in connection with any appeal, including any bond or security therefor).
2.4 Without prejudice to Clause 2.1, the Company shall, promptly on receipt of a written request from the Director, lend such funds to the Director as are required by the Director to meet reasonable costs and expenses incurred or to be incurred by him:
(A) in defending any criminal or civil proceeding brought against him in his capacity as a Director or employee of the Company, of any Associated Company or of any Affiliate; or
(B) in connection with any application brought by him under section 661(3) or (4) or section 1157 of the Act. Any written request made by the Director pursuant to this Clause 2.4 shall be accompanied by reasonable documentary evidence of the amount and nature of the costs and expenses incurred or to be incurred. The costs and expenses capable of being funded pursuant to this Clause 2.4 are those referred to in Clause 2.3 and funds shall be advanced without regard to the ability of the Director to repay the loan and without regard to whether the loan will ultimately be required to be repaid pursuant to Clause 2.6(A).
2.5 The Director shall, promptly on receipt of a written request from the Company, provide the Company with such information as the Company may reasonably require in order to satisfy itself that any costs and expenses which have been or are to be reimbursed pursuant to the indemnity provided for in Clause 2.1, or in respect of which a loan has been or is to be made pursuant to Clause 2.4, are reasonable in amount and have been properly incurred.
2.6 Any loan made by the Company pursuant to Clause 2.4 shall be:
(A) on terms which result in the loan being repaid when required by the Act;
(B) on terms which result in the loan (or the appropriate proportion of the loan) being repaid promptly after the Director recovers from any other party any sums in respect of the costs and expenses incurred or to be incurred by the Director which have been funded by the loan;
(C) on terms which provide for the cancellation of the loan if the loan is not required to be repaid pursuant to the Act or if sums repaid pursuant to paragraph (B) are not sufficient to discharge the loan in full; and
(D) on such other terms as the Company, in consultation with the Director, deems appropriate or desirable.
2.7 References in this Clause to acts and omissions are to acts and omissions respectively carried out, made or omitted to be made before, on or after the date of this Deed.
Appears in 1 contract
Samples: Deed of Indemnity (Shell PLC)
Indemnity and Loan of Funds for Defence Proceedings. 2.1 Subject to sub-clause 2.5, sub-clause 2.8 and Clause 34, the Company undertakes to indemnify the Director against any loss, and all liability or damage, howsoever caused (including in respect of the Director’s own negligence), suffered or incurred by the Director on or after the date of this Deed in respect of the Director’s acts or omissions while, or in the course of acting as:
(A) a director , Director or employee of the Company;
(B) Company or a director or employee of any Associated Company; or
(C) a director or employee of any Affiliate, Group Company or which otherwise arises by virtue of the Director holding or having held such office, in each case, to the extent arising out of or in connection with, directly or indirectly, any investigation, demand, claim, action or proceedings proceeding brought or threatened against the Director or any other person in any jurisdiction PROVIDED THAT, without prejudice to any other rights or remedies available to the Director, this indemnity shall not extend to any liability suffered or incurred by the Director:
(A) arising out of, based upon or attributable to any dishonest or fraudulent act or fraudulent omission by the Director; or
(B) in respect of which the Company would be prohibited, from time to time, by applicable law or regulation from indemnifying the Director, and PROVIDED THAT this indemnity shall not extend to any loss of earnings or any other employment benefit including, without limitation, rights to bonus or other monetary incentives, share options or other share-based incentives or pension or other retirement benefits which the Director may suffer as a result of any period of loss of office imposed by any relevant court, tribunal or other legal or regulatory authority.
2.2 Without prejudice to sub-clause 2.1 but subject always to sub-clauses 2.3 and 2.4, the Company undertakes to loan such funds to the Director as the Company, in its reasonable discretion, considers appropriate for the Director to meet expenditures incurred or to be incurred by the Director:
(A) in defending any criminal or civil proceedings in connection with any alleged lossnegligence, liability default, breach of duty or damage, howsoever caused (including breach of trust by the Director in respect of relation to the Director’s own negligence), actually Company or allegedly suffered by any person in consequence of any of the Director’s acts or omissions while, or in the course of acting as, a person set out in paragraphs (A), Group Company; or
(B) in defending himself:
(i) in an investigation by a regulatory authority; or
(ii) against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by the Director in relation to the Company or any Group Company; or
(C) in connection with any application for relief under (a) section 661(3) or which otherwise arises, howsoever caused (including in respect 4) of the Director’s own negligence), by virtue of the Director holding Act or having held such office or employment.
2.2 The indemnity provided for in Clause 2.1 shall apply to the widest extent permitted by English law and as if any relevant Associated Company or Affiliate were an “associated company” of the Company within the meaning of (b) section 309(A) 1157 of the Act.
2.3 The indemnity If the Company considers it appropriate to make any loan pursuant to sub-clause 2.2 and any law, regulation or listing rule in force from time to time requires that such loan may only be made with the prior approval of the shareholders of the Company, the Director acknowledges that the Company may only make such loan once the relevant shareholder approval has been obtained.
2.4 If the Company considers it appropriate to make any loan pursuant to sub-clause 2.2, such loan shall be on such terms as the Company, in its reasonable discretion, deems appropriate or desirable provided for always that the loan shall in Clause any event be repaid as required by the Act.
2.5 If the Director is at any time entitled (whether by reason of insurance or otherwise) to recover from some other person any sum in respect of any matter giving rise (or which may give rise) to a claim under sub-clause 2.1 (whether before or after the Company has made a payment thereunder) the Director shall:
(A) promptly notify the Company and provide such information as the Company may reasonably require relating to such right of recovery and the steps taken or to be taken by the Director in connection with it;
(B) unless such entitlement is contingent upon the Director having first exhausted his rights to indemnification in respect of the relevant liability under this Deed, if so required by the Company take all steps (whether by way of a claim against its insurers or otherwise including, without limitation, legal proceedings) as the Company may reasonably require to enforce such recovery; and
(C) keep the Company fully informed of the progress of any action taken; and thereafter any claim against the Company under sub-clause 2.1 shall extend be limited to cover all the amount by which the liability suffered by the Director as a result of the matter giving rise to the claim under sub-clause 2.1 shall exceed the amount so recovered.
2.6 If the Company pays to the Director an amount pursuant to sub-clause 2.1 or makes a loan under sub-clause 2.2 and the Director subsequently recovers from a third party a sum which is referable to the matter giving rise to the relevant liability, the Director shall forthwith repay to the Company:
(A) an amount equal to the sum recovered from the third party less any reasonable direct and indirect out-of-pocket costs and expenses incurred by the Director in investigatingrecovering the same; or
(B) if the figure resulting under sub-clause (A) above is greater than the amount paid by the Company to the Director in respect of the relevant liability, responding such lesser amount as shall have been so paid by the Company.
2.7 References in this Clause to acts or defendingomissions are to acts or omissions respectively carried out, made or otherwise participating inomitted to be made before, on or after the date of this Deed.
2.8 If the Director fails to comply with his obligations under Clause 3 in any material respect then the Company’s obligation to indemnify the Director under sub-clause 2.1 in respect of the relevant claim, action or proceedings (including, without limitation, lawyers’ fees, court costs, costs Indemnity Claim shall be limited to the amount which the Director would have been entitled to receive pursuant to such sub-clause in the absence of transcripts, fees of experts, witness fees, document management costs, communications costs and costs and expenses incurred in connection with any appeal, including any bond or security therefor)such failure.
Appears in 1 contract
Indemnity and Loan of Funds for Defence Proceedings. 2.1 Subject to Clause 3, the Company undertakes to indemnify the Director against any loss, liability or damage, howsoever caused (including in respect of the Director’s own negligence), suffered or incurred by the Director in respect of the Director’s acts or omissions while, or in the course of acting as:
(A) a director or employee of the Company;
(B) a director or employee of any Associated Company; or
(C) a director or employee of any Affiliate, or which otherwise arises by virtue of the Director holding or having held such office, in each case, to the extent arising out of or in connection with, directly or indirectly, any claim, action or proceedings brought against the Director or any other person in any jurisdiction in respect of any alleged loss, liability or damage, howsoever caused (including in respect of the Director’s own negligence), actually or allegedly suffered by any person in consequence of any of the Director’s acts or omissions while, or in the course of acting as, a person set out in paragraphs (A), (B) or (C) or which otherwise arises, howsoever caused (including in respect of the Director’s own negligence), by virtue of the Director holding or having held such office or employment.
2.2 The indemnity provided for in Clause 2.1 shall apply to the widest extent permitted by English law and as if any relevant Associated Company or Affiliate were an “associated company” of the Company within the meaning of section 309(A) of the Act.
2.3 The indemnity provided for in Clause 2.1 shall extend to cover all reasonable direct and indirect costs and expenses incurred by the Director in investigating, responding to or defending, or otherwise participating in, any relevant claim, action or proceedings (including, without limitation, lawyers’ fees, court costs, costs of transcripts, fees of experts, witness fees, document management costs, communications costs and costs and expenses incurred in connection with any appeal, including any bond or security therefor).
2.4 Without prejudice to Clause 2.1, the Company shall, promptly on receipt of a written request from the Director, lend such funds to the Director as are required by the Director to meet reasonable costs and expenses incurred or to be incurred by him:
(A) in defending any criminal or civil proceeding brought against him in his capacity as a director or employee of the Company, of any Associated Company or of any Affiliate; or
(B) in connection with any application brought by him under:
(i) section 144(3) or (4) of the Act; or
(ii) section 727 of the Act. Any written request made by the Director pursuant to this Clause 2.4 shall be accompanied by reasonable documentary evidence of the amount and nature of the costs and expenses incurred or to be incurred. The costs and expenses capable of being funded pursuant to this Clause 2.4 are those referred to in Clause 2.3 and funds shall be advanced without regard to the ability of the Director to repay the loan and without regard to whether the loan will ultimately be required to be repaid pursuant to Clause 2.6(A).
2.5 The Director shall, promptly on receipt of a written request from the Company, provide the Company with such information as the Company may reasonably require in order to satisfy itself that any costs and expenses which have been or are to be reimbursed pursuant to the indemnity provided for in Clause 2.1, or in respect of which a loan has been or is to be made pursuant to Clause 2.4, are reasonable in amount and have been properly incurred.
2.6 Any loan made by the Company pursuant to Clause 2.4 shall be:
(A) on terms which result in the loan being repaid when required by the Act;
(B) on terms which result in the loan (or the appropriate proportion of the loan) being repaid promptly after the Director recovers from any other party any sums in respect of the costs and expenses incurred or to be incurred by the Director which have been funded by the loan;
(C) on terms which provide for the cancellation of the loan if the loan is not required to be repaid pursuant to the Act or if sums repaid pursuant to paragraph (B) are not sufficient to discharge the loan in full; and
(D) on such other terms as the Company, in consultation with the Director, deems appropriate or desirable.
2.7 References in this Clause to acts and omissions are to acts and omissions respectively carried out, made or omitted to be made before, on or after the date of this Deed.
Appears in 1 contract
