This is a due diligence contract provision that a company will provide reimbursement for any losses that the director may incur in business transactions.
Indiana Director Favorable Director Indemnification Agreement
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FAQ
Indemnification, also referred to as indemnity, is an undertaking by one party (the indemnifying party) to compensate the other party (the indemnified party) for certain costs and expenses, typically stemming from third-party claims.
Indemnification provisions are generally enforceable. There are certain exceptions however. Indemnifications that require a party to indemnify another party for any claim irrespective of fault ('broad form' or 'no fault' indemnities) generally have been found to violate public policy.
An indemnity agreement is a contract that protect one party of a transaction from the risks or liabilities created by the other party of the transaction. Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c
A director's or officer's right to indemnification and advancement of expenses is subject to the company's ability to pay, and several legal limitations. Bankruptcy Law Limits. Claims against directors and officers more frequently occur when the company is under financial distress that leads to bankruptcy.
Further, in light of the recent amendments to Section 145, only certain officers are entitled to mandatory indemnification of expenses as a matter of law when they are successful on the merits; an indemnification agreement allows a director or officer to secure such rights in the absence of express statutory coverage.
Any UK company can now indemnify any of its directors, and any director of a company in the same group, against damages, costs and interest awarded against him in civil proceedings brought by a third party, and against legal and other costs incurred in defending both civil and criminal proceedings if and when the
Indemnification is a legal agreement by one party to hold another party blameless not liable for potential losses or damages.
Indemnification clauses are clauses in contracts that set out to protect one party from liability if a third-party or third entity is harmed in any way. It's a clause that contractually obligates one party to compensate another party for losses or damages that have occurred or could occur in the future.
Companies may indemnify directors against the legal and financial costs of proceedings brought by third parties. This does not extend to the legal costs of unsuccessful defence of criminal proceedings, fines imposed by criminal proceedings and fines imposed by regulatory bodies.
Subject to the exceptions mentioned below, the Companies Law prohibits a company and its subsidiaries from exempting any director from, or indemnifying any director against, any liability incurred by the director as a result of the director acting as a director of the company.
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Agreement be interpreted to hold the applicant and corporate guarantor to the fulla request for cancellation to the Director by certified mail at least. By JJ Hanks Jr · 1988 · Cited by 234 ? directors themselves from personal liability for money damages.2 The standardholding company headquartered in Seattle, and five of its officers agreed ...Indemnification set forth in Section 3 of this Agreement. The Director may contest a determination that he or she is not entitled to indemnification by ... Practice on Directors and Officers Liability Insurance,corporation on a separate indemnification agreement that details indemnification. By KA Mayr II · 1997 · Cited by 15 ? of the Delaware Code.5 Recently, in Waltuch v. Conticommodity Services, tor and officer liability insurance policies for their directors and officers. Id. Two situations commonly give rise to the director or officer's duty of loyalty: (1) contracts with the corporation and (2) corporate opportunity (see Figure ... Contractor agrees to indemnify, defend and hold harmless. Delta, its directors, officers, agents and employees from and. Page 7. -5- against all liabilities, ... A substantial uptick in securities litigation and an increased regulatory enforcement focus have put directors and officers squarely in the ... (Exact Name of Registrant as Specified in Its Charter)Stock ? Limitation on Liability of Directors and Indemnification of Directors and Officers? and ... Our Board of Directors has fixed the close of business on April 12,You may vote by proxy by filling out the proxy card and returning it in the envelope ...