Full Delaware Indemnification Clause Samples
The Full Delaware Indemnification clause provides comprehensive protection for directors, officers, and sometimes employees of a company, ensuring they are indemnified to the fullest extent permitted by Delaware law. In practice, this means the company agrees to cover legal expenses, judgments, and settlements arising from actions taken in their official capacity, unless prohibited by law or resulting from certain bad acts like fraud or willful misconduct. The core function of this clause is to attract and retain qualified individuals by reducing their personal financial risk when serving the company, thereby addressing concerns about liability exposure.
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Full Delaware Indemnification. Without limiting by implication any other provision in this Article Nine, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, agreed to serve as a director or officer of the corporation or is or was providing any other Covered Service, whether the basis of such proceeding is alleged action in an official capacity as a director or officer of the corporation or in any other Covered Service position, shall, except as otherwise provided in Section 9.3, be indemnified and held harmless by the corporation to the fullest extent authorized by Delaware Law against all expense, liability and loss (including attorneys’ fees, judgments, fine, excise taxes or penalties arising under the Employee Retirement Income Security Act as amended from time to time and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer of the corporation or to provide any other Covered Service and shall inure to the heirs, executors and administrators of such person.