A letter of indemnity is a legal document in which one party agrees to compensate another for any potential losses or damages arising from a specific transaction or event. It is often used to assure parties involved that they will be protected against various risks, ultimately facilitating smoother business operations.
Letter of Indemnity 1. General 1.1. In this Letter of Indemnity: “Administrative Proceeding” - a proceeding pursuant to Chapters H3 (Financial Sanction by the Securities Authority), H4 (Administrative Enforcement Measures by the Administrative Enforcement Committee) or I1 (Arrangement for the Avoidance of Initiating Proceedings or for the Termination of Proceedings that are Conditional) of the Securities Law; The “Securities Law” - the Securities Law, 5728-1968; “Officers/Directors of the Company” - including officers and/or directors who serve and/or shall serve in the future in the Company and/or the Company’s subsidiaries and/or affiliated companies. 1.2. (Wherever this was not stated explicitly, in this Letter of Indemnity, the term “officer” - shall include directors). The Company shall provide the Officers and Directors of the Company with an undertaking to indemnify them for any liability or expense imposed upon them due to an action that they performed and/or shall perform in their capacity as officers and/or directors thereof, as detailed in this Letter of Indemnity. 1.3. Terms in this Letter of Indemnity that were not defined herein shall have the meaning ascribed thereto in the Companies Law, 5759-1999 (hereinafter: the “Law”), unless the context requires otherwise.
The Company hereby undertakes to indemnify you for any liability or expense, as detailed below, imposed upon and/or incurred by you due to any action that you performed and/or shall perform in your capacity as an Officer of the Company, subject to the provisions and limitations detailed in this Letter of Indemnity.
The Company’s obligations pursuant to this Letter of Indemnity shall be interpreted broadly and in a manner designed to fulfill them, inasmuch as permissible by law, for the purpose for which they were intended. In the event of any contradiction between any provision of this Letter of Indemnity and a provision of law that may not be stipulated, amended or supplemented, such provision of law shall prevail, however this shall not adversely affect or derogate from the effect of all other provisions of this Letter of Indemnity.
This Letter of Indemnity shall not derogate from the Company’s right to decide on indemnity retroactively pursuant to the provisions of any law.
This Letter of Indemnity supersedes any other letter of indemnity that you were given, if any.
The indemnity under this Letter of Indemnity shall apply starting from the approval of the issue of the indemnity undertaking by the general meeting, for the events detailed above that took place also before such date.
Conditions Relating to Indemnity. The indemnity pursuant to this Letter of Indemnity shall be subject to meeting the following conditions: 6.1. You shall notify the Company of any investigation and/or legal proceeding and/or administrative proceeding to be initiated against you and/or any other proceeding to be initiated against you by an authority authorized to conduct an investigation or proceeding, and of any written warning and/or any concern or threat that any investigation and/or legal proceeding and/or administrative proceeding and/or any other proceeding as foregoing may be initiated against you, immediately and promptly after first learning of this, and you shall transfer to the Company or to any person as the Company instructs you, promptly, any document delivered to you in connection with such proceeding and/or investigation and any information that comes to your knowledge with respect to such proceeding and/or investigation and its developments. In addition, you must inform the Company regularly about events with respect to which there is a concern they may cause an investigation and/or legal proceeding and/or administrative proceeding to be initiated against you.
Upon your request to execute a payment in connection with any event based on this Letter of Indemnity, the Company will take all of the actions required under law for its payment, and will act to arrange any approval required in connection with the same, if any.
Nothing in this Letter of Exculpation shall be interpreted as derogating from any of the provisions of the Letter of Indemnity granted to you by the Company, if any.
Equiniti will provide you with a letter of indemnity which should be completed and returned to Equiniti along with the completed transfer form. Please note that there may be a charge for providing a letter of indemnity.
LETTER OF INDEMNITY FOR SHORE LINE FLUSHING/PLUGGING To : [insert name of Owners] [insert date] The Owners of the [insert name of ship] [insert address] Dear Sirs Ship: [insert name of ship] Charter Party: [insert details & date] Voyage: [insert load and discharge ports as stated in the bill of lading] Cargo(es): [quantity & type] Bill of lading: No. ________ dated ______ issued at ______
Letter of indemnity in respect of the issuance of Trade Finance guarantee by Barclays Bank Ireland PLC, Italy Branch dated March 18, 2022, by and among LivaNova PLC Italian Branch and Barclays Bank Ireland PLC, Italy Branch
You also assume responsibility for any loss to the Fund caused by any order placed by you on an “as-of” basis subsequent to the trade date for the order, and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted by the Fund and shall be subject to the Fund’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and /or to us prior to the Fund’s acceptance of any such order.
In the event of an absence of documents upon arrival of the vessel at the port of discharge, the Supplier will be required to issue a letter of indemnity/ bank guarantee acceptable to the ship-owner to obtain authorisation to unload the goods. Otherwise, the Supplier will be charged for any waiting time.
Dealer also assumes responsibility for any loss to the Fund caused by any order placed by Dealer on an “as-of” basis subsequent to the trade date for the order and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted by the Company and shall be subject to the Company’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and/or to Distributor prior to the Company’s acceptance of any such order.
Form of Letter of Indemnity adopted on July 2013 (unofficial English translation from Hebrew) (incorporated by reference to i Exhibit 10.6 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on September 24, 2015).
Charterers' letter of indemnity The Charterers shall, immediately prior to the receipt of the bill of sale, furnish the Owners with a letter of indemnity (in a form satisfactory to the Owners (acting reasonably)) duly executed by the Charterers and the Guarantor and which shall provide (among other things) that: (i) the Owners and/or the Finance Parties (if any) have and will have no interest, concern or connection with the Vessel after the date of such letter; and (ii) the Charterers and the Guarantor shall jointly and severally indemnify the Owners and keep the Owners indemnified against any claims made by any person arising in connection with the Vessel other than a claim arising out of or in connection with the Finance Documents that is not a result of: (A) a Termination Event; or (B) any non-compliance by any Obligor of any provision of the Transaction Documents to which such Obligor is a party. (iii) the Owners shall indemnify the Charterers against any claims by any Finance Party against the Vessel after the expiration of the Agreement Term other than a claim arising out of or in connection with the Finance Documents that is a result of: (A) a Termination Event; or (B) any non-compliance by any Obligor in respect of any provision of the Transaction Documents to which such Obligor is a party.
A Letter of Indemnity (LOI) is a legal document that provides protection to one party from liabilities or losses that may occur due to certain specified actions or situations. Essentially, it is a form of assurance from the issuer that they will compensate the other party for any damages or costs incurred.
A Letter of Indemnity should be used in situations where one party needs to be assured against potential loss or damage. This is often applicable:
When writing a Letter of Indemnity, certain components should be included to ensure its effectiveness and legality:
Example:
Letter of Indemnity
This Letter of Indemnity is issued on [Date] by [Issuer’s Name], hereinafter referred to as “Indemnifier” to [Recipient’s Name].
The Indemnifier agrees to indemnify and hold harmless [Recipient’s Name] against any and all claims, losses, and expenses arising from [specific action/situation].
This indemnity is valid for [Duration].
Signed,
[Authorized Signatures]
Letters of Indemnity are typically found in contracts where there is a degree of risk involved, or where actions could unintentionally impose liabilities on one of the parties. Common contracts that include an LOI are:
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A liability cap is a contractual provision that limits the maximum amount one party can be held financially responsible for in the event of a breach or other specified issues. This clause helps parties manage risk by capping potential financial exposure, promoting predictability and stability in contractual relationships.
A liability disclaimer is a contractual clause designed to limit or waive one party's legal responsibility for certain damages or losses that may arise from the agreement. It serves to protect the disclaiming party from lawsuits or claims by specifying the risks that the other party assumes upon entering into the contract.
A "Liability for breach of contract" clause outlines the responsibilities and obligations a party faces if they fail to fulfill their contractual duties, including potential compensation for damages incurred by the non-breaching party. It typically specifies the extent and limitations of liability, such as caps on damages or exclusions of certain types of loss.
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