An Oregon Indemnification Agreement is a legal document established between a corporation and its directors, outlining the conditions and procedures for providing indemnification to directors in certain circumstances. This agreement aims to protect directors from personal liability arising out of their service to the corporation and assures that they are indemnified for any legal expenses incurred during such events. The agreement specifies the standards that need to be met for directors to qualify for indemnification. It also defines the method for assessing whether these standards have been met. This process ensures that the corporation's directors are eligible for indemnification in situations where they have acted in good faith, with the reasonable belief that their actions were in the corporation's best interests. To determine whether the standards for indemnification have been met, the agreement typically employs a thorough and objective evaluation. This evaluation usually involves a review of the director's actions, taken into account within the context of the circumstances at the time. The agreement might specify the involvement of legal counsel or a designated committee responsible for conducting this assessment. In Oregon, there are different types of Indemnification Agreements between a corporation and its directors, each varying in terms and clauses. Some common variations observed include: 1. Standard Indemnification Agreement: This agreement defines the general terms and conditions for indemnifying directors and outlines the process for determining whether the standards have been met. 2. Bylaws Indemnification Agreement: A corporation's bylaws may include provisions related to indemnification that require directors' compliance. This agreement incorporates these bylaws into the indemnification process. 3. Court-Ordered Indemnification Agreement: In certain cases, a director may seek indemnification through a court order. This agreement outlines the method for determining the eligibility for indemnification as directed by the court. 4. Discretionary Indemnification Agreement: This agreement grants the corporation's board or a designated committee discretionary power to determine whether indemnification is appropriate. It outlines the factors and criteria to be considered during this evaluation. In conclusion, an Oregon Indemnification Agreement is a crucial legal document that establishes the method for determining whether directors qualify for indemnification. This agreement aims to protect directors from personal liability and outlines the standards that need to be met. There are different types of agreements, each tailored to specific circumstances and providing clarity on the indemnification process.
Oregon Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
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How to fill out Oregon Indemnification Agreement Between Corporation And Its Directors Regarding Method For Determining Whether Standards For Indemnification Have Been Met?
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In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.
Indemnification clauses vary widely, but in a typical indemnification provision, the indemnifying party promises to reimburse the indemnified party from and against ?losses, liabilities, claims, and causes of action? (recoverable damages) incurred by the indemnified party that ?are caused by,? ?arise from,? or are ? ...
Sponsor shall indemnify and hold Institution, System, their Regents, officers, agents, and employees harmless against any and all claims, demands, damages, liabilities and costs which directly or indirectly result from, or arise in connection with, any negligent act or omission of Sponsor, its agents, or employees, ...
A legal term that means one party agrees to compensate another party for loss or damage that has already occurred, or guarantees, through a contractual agreement, to repay another party for loss or damage that occurs in the future. Indemnification clauses are common in corporations and LLCs.
An indemnification clause may allow: The indemnified party to recover certain types of losses, such as attorney's fees, which are not typically recoverable under a common law cause of action. The indemnifying party to reduce its liability by incorporating: Liability cap.
Indemnifications, or ?hold harmless? provisions, shift risks or potential costs from one party to another. One party to the contract promises to defend and pay costs and expenses of the other if specific circumstances arise (often a claim or dispute with a third party to the contract).
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.