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A D&O policy protects a director or officer's assets and reimburses them for settlements and legal expenses resulting from such litigation and cases. The purpose of professional indemnity insurance is to protect professionals against claims resulting from mistakes or omissions they have made.
These provisions generally require the portfolio company to expressly acknowledge that the director has rights of indemnification, advancement, and insurance from the sponsor; to agree that it is the indemnitor of first resort and that it is obligated to advance all expenses and indemnify for all judgments, penalties, ...
Indemnification is, generally speaking, a reimbursement by a company of its Ds&Os for expenses or losses they have incurred in connection with litigation or other proceedings relating to their service to the company.
Section 234 allows a company to provide an indemnity to a director against liability for negligence, default, breach of duty and breach of trust incurred to third parties (i.e. not the company or an associated company).
Companies can agree to indemnify their directors and officers for liability incurred by them in their capacity. A company's constitution usually sets out indemnification rights for directors and officers and provides for D&O Insurance.