Indemnity clause samples

12.2 Indemnity. The Company shall indemnify, defend, and hold harmless the Ramot Indemnitees against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses of litigation) incurred by or imposed upon any of the Ramot Indemnitees in connection with any third party claims, suits, actions, demands or judgments (“Claims”) under any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability) resulting from or arising out of the practice or use of any of the Ramot Technology or Joint Technology (or any part thereof) by the Company, its Affiliates or any of their Sublicensees, or concerning any product, process, or service that is made, used, or sold pursuant to any right or license granted by Ramot to the Company under this Agreement, other than in the event of a Claim resulting from or arising out of a breach of the representations and warranties by Ramot under this Agreement by Ramot or any fraud or intentional misconduct by any of the Ramot Indemnitees.

Upon the occurrence of any Event for which you may become entitled to indemnity in accordance with the above, the Company shall make available to you, from time to time, the amounts of money required to cover the various expenses and other payments involved in the handling of any legal proceedings against you in connection with such Event, including investigation proceedings, so that you will not be required to pay or finance such amounts by yourself, all subject to the terms and conditions set forth in this Letter of Indemnity. It is emphasized that the Company shall not demand any securities from you as condition for the transfer of the above amounts.

7.The Company’s undertakings under this Letter of Indemnity shall be broadly interpreted and in a manner intending to uphold them and comply, to the extent permitted under the law, with the purposes of this Letter of Indemnity. In the event of a conflict between any provision in this Letter of Indemnity and the provisions of any law which cannot be stipulated against, or which may not be amended or supplemented, such provision of the law shall prevail, but without derogating from and/or affecting the validity and effect of the other provisions of this Letter of Indemnity.

"Corporate Office Holder" - As defined in the Companies Law, 5759-1999 (hereinafter: "Companies Law"), including "Senior Corporate Office Holder" - as defined in Article 37(D) of the Securities Law, 5728-1968 (hereinafter: "Securities Law") and/or any other law applying to activities performed by the Company and Senior Corporate Office Holders and any employee or service provider to which the Company decides to issue a Letter of Indemnity. "Action" or any derivative thereof - As defined in the Companies Law, including any resolution and/or implied omission and including all actions taken by you prior to this Letter of Indemnity during your employment with the Company and/or subsidiaries and/or affiliates of the Company and/or during your tenure as a Corporate Office Holder in the Company and/or subsidiaries and/or affiliates of the Company and/or Other Corporation as defined above. "Claim" Including a civil action, administrative action, criminal action, derivative action, class action, composition applications, creditor claims, claim for monetary damages and petition for declarative relief.

Upon the occurrence of an instance for which you may be entitled to indemnification as set forth above, the Company will provide you, from time to time, with the money required to cover the expenses and other payments related to handling any legal proceeding against you as related to the said instance, including investigation proceedings, whereby you will not be required to pay or financing them yourself, including the provision of guarantees and collateral, all subject to the terms and provisions set forth in this Letter of Indemnity. It shall be emphasized that the Company will not require you to provide any collateral as a condition for transferring you the said funds.

The redomestication was completed without any material transaction-related taxes to Global Indemnity. Further, the expected future expense savings and operating efficiencies are expected to largely offset the anticipated increase in prospective tax liabilities resulting from the transactions. Apart from incidental transaction related fees and expenses, completion of the redomestication had no impact on the Company’s book value or book value per share, which were $735million and $51.24, respectively, at June30, 2020.

In advance of the shareholders’ special meeting, Global Indemnity received the necessary approvals for the redomestication and related transactions from the Arizona Department of Insurance, Indiana Department of Insurance, Pennsylvania Insurance Department, Virginia Bureau of Insurance and Bermuda Monetary Authority. On August26, 2020 the Grand Court of the Cayman Islands sanctioned the scheme of arrangement and amalgamation pursuant to which the redomestication was effected. A copy of the Sanction Order can be found at www.global-indemnity.com.

For more information, visit theCompany’s website at www.global-indemnity.com.