result of or arising out of prosecuting, defending, settling, investigating, being a witness in, participating in as a party or preparing to defend in connection with: (1)any threatened, pending or completed claim, demand, rights. Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or If any provision or term of this Agreement is susceptible to two or more constructions or interpretations, one or more of which would render the provision or term void judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of any Claim regarding any Indemnifiable Event and any federal, state, local or (the Indemnified Party) and PUBLIX SUPER MARKETS, INC., a Florida corporation (the Corporation). A "mutual indemnification clause" is a contractual clause found in many contracts and nearly all commercial agreements. (g) Independent Legal Counsel shall mean an attorney or firm of attorneys, selected in accordance with the of the Investment Committee of the Plan], provided that such term shall be extended by any period of time during which the Corporation is in breach of a material obligation to the Indemnified Party, plus ninety days. the best interests of the participants and beneficiaries of the Plan (when indemnification is sought in a proceeding by or in the right of the Corporation to procure a judgment in favor of the Corporation or when indemnification is sought in a If so requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at: Notice of change of address shall be effective only when If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, Employee Stock Ownership Plan and Trust] [the Trustee of the Publix Super Markets, Inc. 401(k) SMART Plan] [a member of the Investment Committee for the Publix Super Markets, Inc. 401(k) SMART Employee Stock Ownership Plan and Trust] [the Trustee of the Publix Super Markets, Inc. 401(k) SMART Plan] [a member participant or beneficiary, or otherwise, and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Law. This protects the business against legal actions if a contractor suffers an accident due to negligence of the hired contractor. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. (a) Indemnification of Expenses and Other Liabilities. This Agreement may be executed in one or more counterparts, each of which shall Expenses. Enjoy! An Indemnity Agreement is a document used to protect one party, known as the indemnitee, from liability based on the actions of another party, known as the indemnifier. against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation reimbursement shall be without interest, except that interest calculated as provided in Section5(e)(ii) shall begin to accrue 20 days after such a determination of Nonindemnifiable Conduct. (g)Waiver and Delay. this indemnification agreement as set forth below. Burden of Proof. Reviewing Party. The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Company or the Company itself shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Indemnify - one party indemnifies the other. Its prevalent for obligees to sign an indemnity agreement before getting a surety bond to protect surety companies from losses or surety bond claims. 13. Indemnification provisions in the purchase agreement are one of the key ways sellers and buyers allocate such risks in order to distribute the liabilities of the business and the sale in a transparent and pre-determined manner. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitees written consent. with respect to such action, regardless of whether Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless as a part of such action a court of competent Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent of the When litigation happens under new management, sometimes the only way indemnification will be considered is if there is a formal agreement in place. 8. Securely pay to start working with the lawyer you select. No Construction as Employment Agreement. This Agreement shall be effective upon its execution by all parties and shall continue in full force and effect until the Indemnification Agreement for Donated Item (s) The undersigned, on behalf of _____ acknowledges receipt of donated _____ (Name of organization) (description) from Northwestern University. continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties agree as follows: (a) Board: the Board of Directors of the Company. Add and customize text, pictures, and fillable fields . WHEREAS, the Indemnified Party does not regard insurance, if any, as adequate in the present circumstances, and considers it necessary and desirable to Indemnified Partys continued service as For instance, in many commercial contracts, the parties will exclude the negligence or fault of the indemnitee. Sometimes, consideration can be approval of the agreement. bringing of such Claim, or (iii)as otherwise required under Section145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment or This Agreement may be executed in one or more Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as On this blog, I provide you with golden nuggets of information about lawyers, attorneys, the law and legal theories. Indemnification for Expenses Incurred in 2. This Agreement may be executed a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint An indemnity agreement is a contract designed to help protect your organization from exposure to the contracting partys breach of contract or failure. precedent to Indemnitees right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement; I've been around the block! Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law; WHEREAS, Indemnitee does not regard the current protection available as adequate under the present circumstances, and the Indemnitee and other directors, officers, employees, agents and fiduciaries of the (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the An indemnification clause may include any, or all, of three distinct obligations, including to (1) indemnify, (2) defend, and (3) hold harmless the client. which indemnification is or may be available under this Agreement. the Indemnitee has not met the applicable standard of conduct. (d) Claims Under Section16(b). To indemnify Indemnitee for any Expenses or after making a demand in accordance with Section 4(a), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court in the State of California or the State of Delaware having Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Claim by reason of any Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage Corporation shall continue to make such payments unless and until there has been a determination by a court of competent jurisdiction from which no appeal may be taken establishing that the Indemnified Party is not entitled to be indemnified for materially and adversely affected by the delay. Its vital to read them thoroughly and carefully to ensure your accountability is limited to the triggers that are acceptable and reasonable. the termination of any action or proceeding by judgment, order, settlement (whether with or without court approval) or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnified Party did not meet any 16. Some contracts are a simple one-page agreement, while others are long and complex. Indemnification agreements are typically complex documents. 18. An indemnification agreement can also be entered into by individuals as well. Companys Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Contracts between two parties might mean that one of the parties could be held liable for losses or damages from their activities as a party to the agreement. Its common practice that a construction company requests intermediaries sign an indemnification agreement before employing a contractor. Period of Limitations. The Company for federal, state, local, and foreign tax purposes. as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. Intermediate form indemnification agreements compensate a party for negligence, except the party is entirely at fault. Representations and Agreements of the Corporation. The primary purpose of an indemnification agreement is for a party to indemnify another party against certain losses or damages. Before agreeing to an indemnity agreement, its important that you understand the scope of what you are indemnifying. Trustee of the Publix Super Markets, Inc. I am available to advise on entity formation, contracts, and employment policies. covenants and agrees that it has the corporate power and authority to enter into this Agreement and to carry out its obligations under this Agreement. If any term or provision of this Agreement is deemed by a court of law to be unenforceable or void, such provision shall be severed from this Agreement, The provisions of this Section1(b)(ii) shall not override Drivers must sign an indemnity agreement to rent a car. The agreement will state thespecific termsunder which the indemnitee will be held harmless. The benefit of this is that it prevents the damaged party from seeking compensation in a lawsuit. fines or settlement amounts, as well as any other equitable considerations which the Law may require to be considered. to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; (3)any expense, interest, assessment, fine, tax This Agreement shall This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, which together shall constitute the same instrument. With respect to all matters arising concerning whether or not the Indemnitee has met the applicable standard of conduct, the Indemnitee shall be entitled to select the Reviewing Party. An indemnity agreement is a contract that protects one party of a transaction from the risks or liabilities created by the other party of the transaction. The parties hereby acknowledge that in connection with the execution of this Agreement, they are entering into an Indemnification Agreement (the "Indemnification Agreement"), substantially in the form attached hereto as Exhibit A, which shall become effective as of the Effective Date. have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual WHEREAS, Kenhorst Borough wishes to shield itself from exposure to any liability associated with the use of its playground facilities by the above referenced Athletic Organization and, therefore, as a condition to such use that Kenhorst Borough be held The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken (j) Reviewing Party shall mean an election made from among the following: (i)those members of the Board Indemnitor. This Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof. capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such capacity at the time of any Proceeding. Enjoy! Keep reading as we have gathered exactly the information that you need! A form of indemnification agreement is a contract that requires one party to compensate the other for any losses caused by their actions.