Indemnification and D&O Sample Clauses

Indemnification and D&O. During the Period of Employment, Executive shall receive directors & officers liability insurance coverage that is customarily made available by the Company to similarly situated executives, as may be in effect from time to time. Executive shall also be offered an indemnification agreement, related to indemnification obligations in the event that Executive is made a party or threatened to be made a party to any action or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director or officer of the Company, not later than at the time that, and on the same form as, any such indemnification agreement is offered by the Company to any other officer or director on or prior to the Effective Date, and providing that Executive shall, to the maximum extent permitted under applicable law be indemnified and held harmless from and against any liabilities, costs, claims, and expenses, including all costs and expenses (including attorney’s fees).
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Indemnification and D&O. During the Period of Employment, Executive shall receive directors & officers liability insurance coverage that is customarily made available by the Company to similarly situated executives, as may be in effect from time to time. Executive shall also be offered an indemnification agreement, related to indemnification obligations in the event that Executive is made a party or threatened to be made a party to any action or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director or officer of the Company, not later than at the time that, and on the same form as, any such indemnification agreement is offered by the Company to any other officer or director on or prior to the Effective Date.
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Indemnification and D&O. If Executive is made or threatened to be made a party to or a participant in any actual, threatened, pending, or completed action, claim, suit, investigation or proceeding of any type, the Company shall indemnify, defend, and hold Executive harmless to the maximum extent authorized or permitted by applicable law, by its Articles of Incorporation, By-Laws, and all other organizational documents of the Company, as the foregoing may be amended from time to time to provide broader protection, and including, any and all expenses (including advancement and payment of attorneys’ fees) and losses arising out of or relating to any of Executive’s actual or alleged acts, omissions, negligence or active or passive wrongdoing, including, the advancement of expenses Executive incurs. In all events, without limiting the foregoing, the Company shall provide Executive with indemnification on terms no less favorable than provided to any other executive officer or director of the Company. Such indemnification shall continue even if Executive has ceased to be a director, officer, equityholder, or employee of the Company and shall inure to the benefit of Executive’s heirs, executors and administrators. Further, the party that prevails in litigation or arbitration over any controversy, dispute or claim which arises out of or relates to this Agreement, any other agreement or arrangement between Executive and the Company, Executive’s employment with the Company, or the termination thereof, shall be reimbursed for any and all costs and expenses (including attorneys’ fees) incurred by the prevailing party in connection with litigation or arbitration over such controversy, dispute or claim. In addition, during Executive’s employment with the Company and while potential liability exists (but in no event less than six years thereafter), the Company or any successor to the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Executive on terms that are no less favorable than the coverage provided to other directors and officers of Company (but in no event less than a reasonable amount of coverage). The provisions of this Section 6(i) shall survive the termination of this Agreement and Executive’s employment with the Company.
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Indemnification and D&O. During the Period of Service and thereafter, the Company agrees, to the maximum extent permitted by law, to indemnify and hold Executive harmless (including providing for advancement of expenses on a basis no less favorable than any other officer or director of the Company) from and against any and all losses, claims, suits or actions to which Executive becomes subject arising from his performance of his duties to the Company and its affiliates and subsidiaries. In addition, during the Period of Service and for at least 1-day following the applicable end of the statute of limitations, Executive will be eligible for coverage under the Company’s Director’s and Officer’s liability insurance policy on terms which are no less favorable than provided to any other employee, officer or director of the Company. In witness whereof, the parties have executed this Agreement as of the date set forth above. COMPANY: DELEK US HOLDINGS, INC. /s/ Xxxxxx Xxxxx EXECUTIVE: /s/ Ezra Uzi Yemin By: Xxxxxx Xxxxx Title: Lead Independent Director, on behalf of the Board /s/ Xxxxx Xxxxx Ezra Uzi Yemin By: Xxxxx Xxxxx Title: Executive Vice President /s/ Xxxxxx XxXxxxxxx By: Xxxxxx XxXxxxxxx Title: EVP, General Counsel Signature Page Uzi Yemin Terms of Employment Exhibit A Ex. A Title Executive Chairman Base Salary $800,000 annually to be paid bi-weekly through the period beginning the Effective Date and ending 12 months later, and $500,000 annually to be paid bi-weekly for the period beginning on the one year anniversary of the Effective Date and ending December 31, 2023. Annual Bonus Executive will be eligible for an annual bonus at target of 140% of Executive’s Base Salary. The annual bonus percent may range from 0x to 2x based on company performance. The annual bonus will be based on 60% Company’s financial (EPS) and 40% non-financial metrics (HSE & Refinery Utilization and Availability) Long-Term Incentive (Equity Plan) Executive will be eligible for the company’s long-term incentive plan, which would consist of annual grants, which at target would be equal to $7,400,000 split 50% time based, DKL Units, XX xxxx settled Restricted Stock Units and 50% cash settled Performance Based Restricted Stock Units Time Based RSU Award Vesting: Quarterly over 3 years • Grant Date: 3/10/2022 ($3,700,000) ◦ DK RSU $2,466,667 ◦ DKL RSU $1,233,333 Performance Based RSU Performance Period and Vesting Schedule: • Performance Metric: Relative Total Shareholder Return (rTSR) • Grant Date: 3/10/2022 •...
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Indemnification and D&O. Immune shall take all actions to fully indemnify Executive to the maximum effect permitted by law for any litigation arising out of Executive’s employment. Further, Immune commits to acquire directors and officers (“D&O”) liability insurance at the soonest feasible time.
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Indemnification and D&O. You will be indemnified and receive advancement of expenses as available under the Company’s bylaws currently in effect. You will be covered by the Company’s directors and officers insurance.
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Indemnification and D&O. During the Term and thereafter, the Company agrees, to the maximum extent permitted by law, to indemnify and hold Executive harmless (including providing for advancement of expenses on a basis no less favorable than any other officer or director of the Company) from and against any and all losses, claims, suits or actions to which Executive becomes subject arising from his performance of his duties to the Company and its affiliates and subsidiaries, including, DKL. In addition, during the Term and for at least 1-day following the applicable end of the statute of limitations, Executive will be eligible for coverage under the Company’s Director’s and Officer’s liability insurance policy on terms which are no less favorable than provided to any other employee, officer or director of the Company.
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Related to Indemnification and D&O

  • Indemnification and Survival Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

  • Indemnification and Waiver Except as provided in Section 10.5 or to the extent due to the negligence, willful misconduct or violation of this Lease by Landlord or the Landlord Parties, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity and release shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlord’s violation of this Lease. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. 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 Landlord’s obligations or representations under this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

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