Example ContractsClausesIndemnification Agreement
Indemnification Agreement
Indemnification Agreement contract clause examples

Indemnification Agreement. The Company hereby acknowledges and affirms its obligations pursuant to that certain indemnification agreement between the Company and Participant effective as of October 15, 2018 (the “Indemnification Agreement”).

Indemnification Agreement by and between the Company and Executive (the “Indemnification Agreement”), this Agreement shall supersede each agreement entered into between Executive and the Company regarding Executive’s employment, including, without limitation, any offer letter, employment agreement, severance and/or change in control agreement, and each such agreement other than the agreements evidencing Executive’s equity awards shall be deemed terminated and of no further effect as of the Termination Date.

Indemnification Agreement. To the extent the Company enters into an indemnification agreement with any other officer, director or stockholder that provides benefits or protections superior to the benefits on Executive’s Indemnification Agreement, the Company shall, upon Executive’s written request, amend Executive’s Indemnification Agreement to add such requested additional protection.

Indemnification Agreement” means that certain Indemnification Agreement between the Company and the Executive dated as of March 31, 2014.

Indemnification Agreement. The Company hereby acknowledges and affirms its obligations pursuant to that certain indemnification agreement between the Company and Participant dated December 7, 2016 (the “Indemnification Agreement”).

Indemnification Agreement. The Indemnification Agreement between Parent and the Executive shall remain in full force and effect, unchanged by this Agreement.

INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of _____________, by and between Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), and _________________ (the “Indemnitee”). WHEREAS, it is essential to the Company and its mission to retain and attract as officers and directors the most capable persons available; WHEREAS, the Company has asked Indemnitee to serve as [a director/an officer] of the Company; WHEREAS, both the Company and Indemnitee recognize the omnipresent risk of litigation and other claims that are routinely asserted against officers and directors of companies operating in the public arena in the current environment, and the attendant costs of defending even wholly frivolous claims; WHEREAS, it has become increasingly difficult to obtain insurance against the risk of personal liability of officers and directors on terms providing reasonable protection to the individual at reasonable cost to the companies; WHEREAS, the certificate of incorporation of the Company provides certain indemnification rights to the officers and directors of the Company, as provided by Delaware law; WHEREAS, to induce Indemnitee to serve as [a director/an officer] of the Company, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner, the increasing difficulty in obtaining and maintaining satisfactory insurance coverage, and Indemnitee’s reliance on assurance of indemnification, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent permitted by law (whether partial or complete) and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies; NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and Indemnitee’s continuing to serve as [a director/an officer] of the Company, the parties hereto agree as follows: 1. Certain Definitions. (a)Change in Control: shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under such Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, or (ii) (x) prior to the Proxy Swap Termination Date (as defined

Indemnification Agreement. The Indemnification Agreement between the Company and Menon dated as of April 20, 2020, shall survive the entry of this Agreement and, pursuant to Section 17 of the Indemnification Agreement, the Indemnification Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer of the Company or of any other enterprise at the Company’s request.

Indemnification Agreement. The Company shall enter into an indemnification agreement with Executive in substantially the form of indemnification agreement entered into by the Company with its directors and executive officers (the “Indemnification Agreement”), and shall maintain D&O insurance for the benefit of its current and former officers and directors as required by such agreement. To the extent the Company enters into an indemnification agreement with any other Non-Founder Executive that provides benefits or protections superior to the benefits on Executive’s Indemnification Agreement, the Company shall, upon Executive’s written request, amend Executive’s Indemnification Agreement to add such requested additional protection. The Company agrees to provide prompt notice to Executive of its entry into any agreement described in the preceding sentence.

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