mutual indemnification clause law insider

Box 2600, Valley Forge, PA 19482 (Address of Principal Executive Office) Registrant's Telephone Number (610) 669-1000 Director and Officer Indemnification (a) From and after the Effective Time, Parent and the Surviving Corporation agree that, subject to applicable Law, all rights to indemnification of each former and present director or officer of the Company or any of its Subsidiaries (each, together with such persons heirs, executors or administrators, a Company Indemnified Party) with respect to acts or omissions occurring at or prior to the Effective Time as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a true and complete copy of which agreement has been provided by the Company to Parent prior to the date of this Agreement, to which the Company or any of its Subsidiaries is a party which is in effect as of the date of this Agreement, shall survive the Merger and continue in full force and effect in accordance with their terms, and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) honor all the terms thereof. Seller agrees to indemnify, defend and hold harmless Purchaser and his insurers, successors, representatives, attorneys and assigns, from and against any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) arising out of or due to (i) a breach of any of the representations, warranties or covenants of Seller contained in this Agreement or (ii) the default in the performance of any of the covenants or agreements made by Seller in this Agreement. versa integrity headquarters; plastic recycling machines; bhp futurefit academy perth location; fizzy drinks crossword clue Additional filters are available in search. Mutual Indemnification. Indemnification; D&O Insurance The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any pending or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by applicable law and the company's certificate of incorporation or bylaws, against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, including, without limitation, attorneys' fees and disbursements and judgments, and the Company shall advance expenses in connection therewith, to the fullest extent permitted or authorized by applicable law and the Company's certificate of incorporation or bylaws. Dealer shall indemnify, defend, and hold harmless Company, its partners, agents and employees, and their respective successors and assigns of, for, from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines and expenses, including, but not limited to, reasonable attorneys fees and costs, to the extent resulting from or arising out of (a)any wrongful or negligent act, error, or omission committed by Dealer or its employees, (b)the failure of Dealer to observe and comply with any state or federal law or regulation applicable to the business conducted by Dealer pursuant to this Agreement, and (c)the material breach by Dealer of any of the terms of this Agreement. Each party (as an "Indemnifying Party") shall indemnify the other (as an "Indemnified Party") against all losses arising out of any proceeding: brought by either a third party or an Indemnified Party; and that arises out of the Indemnifying Party's willful misconduct or gross negligence. It's important for an attorney to look over your company's contracts so you can be sure your agreements accomplish your entrepreneurial goals and are legally enforceable. Purchaser agrees to indemnify, defend and hold harmless Seller and his insurers, successors, representatives, attorneys and assigns, from and against any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) arising out of or due to (i) a breach of any of the representations, warranties or covenants of Purchaser contained in this Agreement or (ii) the default in the performance of any of the covenants or agreements made by Purchaser in this Agreement. A mutual indemnification clause, or a reciprocal indemnification clause, is a contractual clause found in contracts where the contracting parties agree to cover one another's legal expenses in the event of a contractual breach. Liability and Indemnity a. Indemnify means to reimburse your client following a loss. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company. Indemnification of Seller Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to: Indemnification/Hold Harmless The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties and/or attorneys' fees arising from the importation or exportation of customers merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney's fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company. However, a mutual indemnification can also be tweaked in such a way that each party has a different indemnification obligation vis--vis the other (this is a mutual and unequal indemnification obligation). Each party agrees to indemnify and hold harmless the other with respect to any loss, damage or claim resulting from or relating to third party claims arising from or relating to its negligent acts or omissions or those of its representatives under this agreement. See also Section 145(g) of the Delaware General Corporation Law. Suite 300 mutual indemnification. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law ("MGCL"). He was elected President in June 2010, became Chief Executive Officer in June 2011, and was elected Chairman in June 2013. +52 55 5985 3005, Brazil Indemnification is defined as "making compensation for incurred hurt, loss, or damage.". BANK agrees to indemnify and hold BWE harmless from and against all loss or damage, including reasonable attorneys fees, costs and expenses incurred by BWE as a result of any claims related to or arising out of BANKS failure to perform its duties under this Agreement with reasonable care, unless such loss or damage shall arise from the negligent or intentional acts or omissions of BWE. An indemnification clause basically transfers risk from one party to another. Use our simple Mutual Indemnification and Hold Harmless Agreement with any other party you are doing business with to protect each party from liabilities arising out of breach of contract. Attorney Tyler Q. Dahl has experience helping business owners with every phase of the business life cycle. An example will help explain this a bit more. 11-2-312(3); see also, District Owners Ass'n, Inc., 322 Ga. App. Indemnification clauses are agreements made within contracts that are used to shift liability between parties, indemnify, or not hold accountable, a party for certain acts for which they might otherwise be held accountable. Indemnification clauses allow a contracting party to: Customize the amount of risk it is willing to undertake in each transaction and with every counterparty. indemnity-law issues in three different scenarios: contractual indemnity, common-law indemnity, and implied-contractual indemnity. This Standard Clause addresses the duty to compensate and defend for losses incurred, with optional hold harmless language, common exceptions to indemnification, notice of indemnification, control of defense, a liability basket, a liability . Each Party shall indemnify, defend and hold the other Party harmless from all liabilities, costs and expenses (including, without limitation, attorneys fees) that such Party may suffer, sustain or become subject to as a result any misrepresentation or breach of warranty, covenant or agreement of the indemnifying Party contained herein or the indemnifying Partys gross negligence or willful misconduct in performance of its obligations under this Agreement. "Defend" means to pay the client's legal expenses as it defends itself against a third party claim. DISCLAIMER. By quickly reviewing Indemnification Agreement s to find contracts with Washington governing . In the context of a healthcare practice, an indemnification clause typically includes language that holds the doctors or . Video Transcript: Indemnification in your hotel contracts. The provisions of this Section 4.06 shall survive any expiration or termination of the Employment Period and continue in effect for so long as the Executive is subject to liability for any of the Executive's acts and omissions to act occurring during his employment or other service as an officer of any entity or member of any board performed at the request of the Company. INDEMNIFICATION This clause shifts the risk of loss from one party to another, placing the risk on the party that causes the loss via their negligence. Sydney NSW 2000 Indemnity clauses are sometimes also referred to as "indemnities" or "indemnified matters". To limit the scope of an indemnification clause, you can consider the following parameters: In contract law, mutual indemnification clauses are enforceable in court although there may be some exceptions. Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlords obligations or representations under this Lease. at 715-16 (recognizing common law indemnity arising out of a vicarious liability Sample language to consider in any trust Northern Trust. Indemnification Etc The Debtor hereby expressly indemnifies and holds the Secured Party harmless from any and all claims, causes of action, or other proceedings, and from any and all liability, loss, damage, and expense of every nature, arising by reason of the Secured Party's enforcement of its rights and remedies hereunder, or by reason of the Debtor's failure to comply with any environmental or other law or regulation. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract. These provisions require one party to assume responsibility for third party claims made against the other party, and they're very commonly used in construction contracts. There are jurisdictions where the courts have indicated that a party cannot claim indemnification to the extent the damages or loss was unforeseeable and an improbable outcome of the other partys breach of contract or conduct. The courts have declared that an indemnification provision that is triggered without requiring the fault of the other party may not be enforceable and violates public policy. Under Indiana law, "[a]n indemnity agreement involves a promise by one party (the indemnitor) to reimburse another party (the indemnitee) for the indemnitee's loss, damage, or liability." [1] Despite this relatively simple definition, indemnification provisions in contracts are often referred to as "gotcha" provisions, since a party . In other words, should a party have to engage lawyers and attorneys to defend themselves following the other partys contractual breach of some kind, the party can seek indemnification or compensation from the other party for such expenses. Lets look at an example of mutual indemnification provision to better understand what it means. If the scope of your indemnification obligation in favor of the other party is too broad, you may contractually end up having to compensate the other partys expenses in situations that you did not intend to do so. 12245 duronto express seat availability; cars for sale in hamburg germany; severability clause lease; ajax html response example; November 03, 2022 Company shall indemnify, defend, and hold harmless Dealer, its partners, agents and employees, and their respective successors and assigns of, for, from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines and expenses, including, but not limited to, reasonable attorneys fees and costs, to the extent resulting from or arising out of (a)any wrongful or negligent act, error, or omission committed by Company or its employees, (b)the failure of Company to observe and comply with any state or federal law or regulation applicable to the business conducted by Company pursuant to this Agreement, and (c)the material breach by Company of any of the terms of this Agreement. Lisa: Hi, I'm Lisa Sommer Devlin, I'm an attorney that represents hotels and resorts regarding convention and group-related matters. The Company agrees to indemnify the Consultant for all of the same issues and provisions described in this paragraph, which results in a mutual indemnification. Long began his career at Liberty Mutual in 1985, and he has. Enjoy! Most comprehensive library of legal defined terms on your mobile device, All contents of the lawinsider.com excluding publicly sourced documents are Copyright 2013-, Examination of Contract Documents and Facility, Clarifications, Questions Regarding Agreement. It defines indemnity as, "protection from damage, injury, financial loss or legal liability." Example 3: Nexus phrases in employment agreements. In the adopting release, the SEC states "we are adopting as proposed rules to prohibit issuers from insuring or indemnifying any executive officer or former executive officer against the loss of erroneously awarded compensation . indemnification and mutual waiver. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. We often review contracts with one-sided indemnification clauses, but we believe in that old adage: If it's good for the goose, it's good for the gander! The Consultant agrees to indemnify and hold harmless the Company, its partners, officers, directors, and employees, from the and against any losses, claims, damages, liabilities, and expenses whatsoever (including reasonable costs of investigation or defending any action) to which they or any of them may become subject under any applicable law arising out of Consultants performance under this Agreement. Additional filters are available in search. severability clause lease. Copy. Indemnification is the concept through which the party at fault makes the other party whole; in other words, the party at fault will pay the costs, expenses, fines, and losses that the other party incurs. A mutual indemnification clause, or a reciprocal indemnification clause, is a contractual clause found in contracts where the contracting parties agree to cover one anothers legal expenses in the event of a contractual breach. Each party hereby agrees to indemnify, defend, and hold the other party harmless from any and all claims, demands, costs, liabilities, losses, expenses and damages ( including reasonable attorneys ' fees, costs, and expert witnesses ' fees) arising out of or in connection with any claim that, taking the claimant 's . Now, lets look at a summary of our findings. Example 4: Liability caps on indemnity clauses vs. bare indemnity. Now that you have a better understanding of mutual indemnification clauses in contracts, why they are important, and how they work, good luck with your contract negotiation. Director and Officer Liability and Indemnification (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. *clause ScottyMacEsq : The parties covenant and agree to indemnify and hold each other harmless from any liability, loss, damage or expense, including assessable legal fees, arising out of the negligent performance of their respective obligations under this agreement or by anyone for whom they are in law responsible. According to Nolo, a mutual indemnification clause is defined as follows: This is a good legal definition of mutual indemnification obligation in a contract as: A mutual indemnity clause is a very important contractual clause and should be reviewed with care. Immunity and Indemnification The Trustee shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Trust, or in carrying out any directions by the Grantor or the Agency issued in accordance with this Agreement. The indemnification clauses are usually heavily negotiated in commercial contracts as the parties' objective is to shift responsibility and risk to the other as much as possible. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the Citys gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. When a contractor or design professional indemnifies a client, she or he assumes some or . The purpose of an indemnity in a contract is to protect one party, the indemnified party, against losses caused by the other party, the indemnifying party. In a mutual indemnification, both parties agree to . Both terms relate to liability, specifically being sued for one's actions. Australia Indemnification - General The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the date hereof and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the date hereof. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause to be maintained in effect the provisions in the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or in such documents of any successor thereto) regarding indemnification, exculpation and expense advancement in effect as of immediately prior to the Effective Time, and, during such six (6) year period, shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party, except as required by applicable Law. An indemnity clause is a promise by one party (the indemnifying party) to be responsible for and cover the loss of the other party (the indemnified party) in circumstances where it would be unfair for the indemnified party to bear the loss. Different contracts can provide for different indemnification obligations such as: And morethese are just some examples of what obligations the parties could have negotiated in their contract. Additional filters are available in search. In this case, you have a mutual indemnification clause in the contract but the scope is different for each party. Here are three clauses that illustrate our effort to make meeting contracts more mutual: Indemnification. BACKGROUND Of all the contract clauses in professional services agreements, indemnification clauses have the most significant liability implications. As to any action taken by the Secured Party hereunder, the Secured Party shall not be liable for any error of judgment or mistake of fact or law, absent gross negligence or willful misconduct on its part. spn 412 fmi 0. MUTUAL INDEMNIFICATION. In other words, both parties have agreed to indemnify the other party in the event of some contractual breach or claim. Imagine that if the client is sued or receives an injunction where a third party is asking it to stop using the software as its infringing, then the software company will have to compensate the client for such losses depending on the contract language and indemnification obligation in the contract. The most common of the three is contractual indemnity, which usually shows itself in "indemnity" clauses in a contract. To rely on an indemnity clause, you'll start by sending a letter on your client's behalf as Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a Fund Director) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the Fund Indemnitors). 7.12.1 to the fullest extent permitted by law, engineer shall indemnify and hold harmless owner from reasonable claims, costs, losses, and damages arising out of engineer's negligent act or omission of engineer from services performed under this agreement provided that any such claim, cost, loss, or damage is Lisa: And this is Legalease with the Ladies powered by HopSkip. The Company shall cover the Executive as an insured under any contract of directors and officers liability insurance that is in effect from time to time covering officers and members of the Board. Indemnity clauses where all parties indemnify each other (mutual indemnification): This occurs where each party in the contract indemnifies the other parties in their contract for losses or liabilities which occur as a result of the indemnifier breaching the contract. Indemnification clauses, also known as hold harmless agreements, transfer the liability of one party's action away from the other. company shall indemnify, defend, and hold harmless dealer, its partners, agents and employees, and their respective successors and assigns of, for, from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines and expenses, including, but not limited to, reasonable attorneys' fees and costs, to the extent director and officer liability and indemnification (a) for a period of six (6) years after the closing, buyer shall not, and shall ensure that newco, the company and the sold subsidiaries do not, amend, repeal or modify any provision in newco's, the company's or the sold subsidiaries' certificate of incorporation or bylaws relating to the 5. Indemnity is an agreement to assume liability in the event of a loss, and the assumption of liability involves the shifting of risk from one party to another. The material provided on the Incorporated.Zone's website is for general information purposes only. +61 2 8310 4319, 8th Floor South A copy of Ardour's standard indemnification form is attached to this letter agreement, and is incorporated herein. In a mutual indemnification, both parties agree to compensate the other party for losses arising out of the agreement to the extent those losses are caused by the indemnifying partys breach of the contract. Governing law provisions (also knows as choice of law or controlling law clauses) in contracts are frequently used by the agreement parties to specify which jurisdiction's laws will be applied to interpreting the contractual provisions and obligations. Also, there are many states that do not allow indemnification provisions allowing for a party to claim punitive damages. Indemnification Clauses in Commercial Contracts Baker Donelson. 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