An Ohio Indemnification Agreement is a legally binding contract between a corporation and its directors that outlines the method for determining whether the standards for indemnification have been met. This agreement provides protection to directors in the event of any legal actions or claims made against them while acting in their capacity as a board member. It is important for corporations to have these agreements in place to attract qualified individuals to serve on their board and to ensure the smooth functioning of the organization. Keywords: Ohio Indemnification Agreement, corporation, directors, indemnification, method, standards, legal actions, claims, board member, organization. There are two common types of Ohio Indemnification Agreements that corporations can consider: 1. Indemnification Agreement with Advancement Provision: This type of agreement specifies that the corporation will provide the director with immediate advancement of expenses, such as legal fees, subject to certain restrictions. These expenses may arise due to legal proceedings where the director is named as a defendant or party, based on their actions taken on behalf of the corporation. This agreement ensures that directors have timely access to funds to cover their defense costs. 2. Indemnification Agreement with Standard Determination Process: This type of agreement sets forth a clear and fair standard for determining whether a director qualifies for indemnification. It typically details the conditions that must be met for the director to be entitled to indemnification, such as acting in good faith, in the best interests of the corporation, and with reasonable belief that their actions were lawful. This agreement ensures that directors are indemnified only when they meet the specified standards. It is important for corporations to carefully consider the terms and conditions of their Ohio Indemnification Agreements to protect both the interests of the corporation and the directors. These agreements should be drafted with the help of legal professionals to ensure they comply with Ohio state laws and address the specific needs and requirements of the corporation. Keywords: Indemnification Agreement with Advancement Provision, Indemnification Agreement with Standard Determination Process, legal proceedings, advancement of expenses, defense costs, good faith, best interests, lawful, compliance with Ohio laws.
Ohio Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
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The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best ...
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.
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.
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.
(A)(1) Subject to divisions (A)(2) and (3) of this section, an association may indemnify or agree to indemnify any person that was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an ...