New York Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met

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Multi-State
Control #:
US-CC-17-158
Format:
Word; 
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17-158 17-158 . . . Indemnification Agreement between corporation and its directors and/or officers including future directors and officers containing detailed provisions relating to method for determining whether standards for indemnification or reimbursement have been met and making corporation responsible for all costs of determining whether a person is entitled to indemnification or reimbursement regardless of whether person is ultimately found to be entitled to indemnification
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  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met

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FAQ

Indemnification is often very broad, often extending ?to the maximum extent permitted by law?, whereas D&O insurance polices contain numerous exclusions and conditions. In addition, D&O insurance must be renewed each year, with possible changes in terms and conditions.

New York's General Obligations Law §5-322.1 prohibits enforcement of an indemnification agreement for damage arising ?out of bodily injuries to persons or damage to property contributed to, caused by, or resulting from the negligence of the promisee, his agents or employees, or indemnitee, whether such negligence be in ...

A company may, however, lend money to a director to fund the director's defence costs. Frequently, an indemnity will include a provision under which the company agrees to lend the director the amounts necessary to fund the director's defence costs.

Under a typical indemnification provision, the employer agrees to indemnify the executive against lawsuits, claims, or demands against the employee resulting from the employee's good faith performance of his or her duties and obligations.

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 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.

There are three main types of express indemnity clauses: broad form, intermediate form, and limited form. Broad form express indemnity clauses require the indemnitor to hold the indemnitee harmless for all liability, even if the indemnitee is solely at fault.

The GOL§ 5-322.1 prohibits a party involved in the construction, alteration, maintenance or repair of a building from contracting with another to indemnify or hold it harmless for injuries arising out of its own negligence.

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New York Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met