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INDEMNITY AGREEMENT

Indemnification Agreement

INDEMNITY AGREEMENT | Document Parties: LORAL SPACE & COMMUNICATIONS INC. | Loral Space & Communications Inc | Telesat Canada, Telesat Holdings Inc | Telesat Interco Inc You are currently viewing:
This Indemnification Agreement involves

LORAL SPACE & COMMUNICATIONS INC. | Loral Space & Communications Inc | Telesat Canada, Telesat Holdings Inc | Telesat Interco Inc

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Title: INDEMNITY AGREEMENT
Governing Law: Delaware     Date: 11/2/2007
Industry: Electronic Instr. and Controls     Sector: Technology

INDEMNITY AGREEMENT, Parties: loral space & communications inc. , loral space & communications inc , telesat canada  telesat holdings inc , telesat interco inc
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Exhibit 10.5

INDEMNITY AGREEMENT

THIS AGREEMENT is made as of October 31, 2007

BETWEEN

Loral Space & Communications Inc., a corporation incorporated under the laws of the State of Delaware (the “Indemnitor” ),

- and -

Telesat Canada, Telesat Holdings Inc. and Telesat Interco Inc., corporations incorporated or amalgamated under the laws of Canada (individually, a “ Company ” and collectively, the “Companies” ),

- and -

Henry Gerard (Hank) Intven, of the City of Toronto in the Province of Ontario (the “Indemnitee” ).

WHEREAS the Indemnitor has a material interest in the Companies;

AND WHEREAS the Indemnitor and the Companies have requested the Indemnitee to serve as a director or officer of the Companies and he has consented to so act provided this Agreement is entered into;

NOW THEREFORE, in consideration of the sum of $1.00 now paid by the Indemnitee to each of the Indemnitor and the Companies (the receipt and sufficiency of which are acknowledged by the Indemnitor and the Companies) and the premises and the covenants and agreements contained herein, the parties agree as follows:

ARTICLE 1 - INDEMNITY AND LIMITATION OF LIABILITY

 

1.01 General Indemnity

(1) Subject to Section 1.01(2), the Companies will severally, in respect of liability related to acting as a director or officer of each such Company, and jointly and severally, with respect to a Company and its direct or indirect subsidiaries in respect of liability related to acting as a director or officer of a direct or indirect subsidiary (individually, a “ Subsidiary ” and collectively, the “ Subsidiaries ”) of such Company, indemnify and save harmless the Indemnitee from and against all losses, costs, charges, damages, expenses, awards, settlements, liabilities, fines, penalties, demands and causes of action of whatever kind including all legal fees and costs on a solicitor and client basis and other reasonable professional fees (collectively, the “Claims” ) to the full extent permitted by law regardless of when they arose and howsoever arising, that the Indemnitee sustains, incurs or may be subject to and which the Indemnitee would not

 


have sustained, incurred or be subjected to if the Indemnitee had not accepted the Companies’ request to act as a director or officer of the Companies . In the event that, for any reason whatsoever, the Companies do not fully and completely indemnify the Indemnitee in accordance with the terms of this Agreement, including without limitation the provisions of this Section 1.01, 1.05 or 1.06, within 120 days of demand by the Indemnitee on the Companies, the Indemnitor shall itself indemnify the Indemnitee to the extent the Indemnitee has not been fully indemnified by the Companies. In such event, the Indemnitor shall become subrogated to the rights of the Indemnitee with respect to the right to be compensated with respect to the obligations of the Companies pursuant to this Indemnity.

(2) The indemnity provided in Section 1.01(1) will not apply unless in connection with the matter in respect of a Company or in respect of a Subsidiary which gave rise to Claims for which indemnification is sought, the Indemnitee

 

  (i) acted honestly and in good faith with a view to the best interests of the Company or such Subsidiary; and

 

  (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that his conduct was lawful.

(3) To the extent that a change of relevant law, whether by statute or judicial decision, permits greater indemnification than that afforded by Section 1.01(1), as limited by Section 1.01(2), it is the intent of the parties hereto that the Indemnitee shall enjoy under this Agreement the benefits afforded by any such change.

(4) The indemnity provided in Section 1.01(1) will also not apply to any proceeding initiated by the Indemnitee against any of the Companies unless it is brought to establish or enforce any right under this Indemnity Agreement.

 

1.02 Presumptions/Knowledge

(1) For purposes of any determination hereunder the Indemnitee will be deemed, subject to compelling evidence to the contrary, to have acted in good faith and/or in the best interests of the relevant Company. The relevant Company will have the burden of establishing the absence of good faith.

(2) The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the relevant Company or any other entity will not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.

 

1.03 Notice by Indemnitee

As soon as is practicable, upon the Indemnitee becoming aware of any proceeding which may give rise to indemnification under this Agreement other than a proceeding commenced by one of the Companies, the Indemnitee will give written notice

 

Page 2 of 9

 


to the Companies and to the Indemnitor. Failure to give notice in a timely fashion will not disentitle the Indemnitee to indemnification.

 

1.04 Expense Advances

(1) The Companies will, upon request by the Indemnitee, make advances (“ Expense Advances ”) to the Indemnitee of all amounts for which the Indemnitee seeks indemnification under this Agreement before the final disposition of the relevant proceeding. Expense Advances may include anticipated expenses. In connection with such requests, the Indemnitee will provide the Companies with a written affirmation of the Indemnitee’s good faith belief that the Indemnitee is legally entitled to indemnification, along with sufficient particulars of the expenses to be covered by the proposed Expense Advance to enable the Companies to make an assessment of its reasonableness. The Indemnitee’s entitlement to such Expense Advance will include those expenses incurred in connection with proceedings by the Indemnitee against the Companies seeking an adjudication or award pursuant to this Agreement. The Companies will make payment to the Indemnitee within 10 days after the Companies have received the foregoing information from the Indemnitee. All expenses for which indemnification is sought must be reasonable and Expense Advances must relate to expenses anticipated within a reasonable time of the request.

(2) To the extent the Companies do not provide Expense Advances to the Indemnitee as required by this Section 1.04 within 120 days of demand by the Indemnitee on the Companies, the Indemnitor shall be responsible to the Indemnitee, on demand from the Indemnitee, for providing such Expense Advances on the terms of this Section 1.04.

(3) The Indemnitee will repay to the Companies, or if provided by the Indemnitor, to the Indemnitor, all Expense Advances not actually required, and all Expense Advances if and to the extent that it is finally determined by a court of competent jurisdiction that the Indemnitee is not entitled to indemnification under this Agreement. If requested by the Companies or the Indemnitor, the Indemnitee will provide a written undertaking to the Companies confirming the Indemnitee’s obligations under the preceding sentence as a condition to receiving an Expense Advance.

 

1.05 Indemnification Payments

With the exception of Expense Advances which are governed by Section 1.04, the Companies will pay to the Indemnitee any amounts to which the Indemnitee is entitled hereunder promptly upon the Indemnitee providing the Companies with reasonable details of the Claim. The Companies will, forthwith after any request for payment to or for an Indemnitee, seek any court approval that may be required to permit payment. The Companies will not be required to pay any amounts under this Section 1.05 to an Indemnitee if a court of competent jurisdiction has finally determined that such Indemnitee is not entitled to indemnification.

 

Page 3 of 9

 


1.06 Right to Independent Legal Counsel

If the Indemnitee is named as a party or a witness to any proceeding, or the Indemnitee is questioned or any of his or her actions, omissions or activities are in any way investigated, reviewed or examined in connection with or in anticipation of any actual or potential proceeding, the Indemnitee will be entitled to retain independent legal counsel at the Companies’ expense to act on the Indemnitee’s behalf to provide an initial assessment


 
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