South Dakota Indemnification Agreement, also known as the South Dakota Directors Indemnification Agreement, is a legal contract entered into between a corporation and its current and future directors. This agreement serves to protect directors from legal liabilities arising out of their corporate duties and provides financial security to attract and retain qualified directors. Key terms and provisions covered in this agreement include indemnification clauses, scope of coverage, and the circumstances under which indemnification applies. Under South Dakota law, corporations have the power to indemnify their directors, officers, employees, and agents for expenses, judgments, settlements, and other costs incurred in legal proceedings related to their corporate service. The South Dakota Indemnification Agreement offers a comprehensive framework for corporations to fulfill this duty of indemnification. By specifying the terms, conditions, and limitations, it ensures clarity and consistency in providing necessary protection to directors. The specific types of South Dakota Indemnification Agreements between corporations and their directors may include: 1. Standard South Dakota Indemnification Agreement: This agreement sets out the general terms and conditions of indemnification, outlining the corporation's obligation to indemnify its directors for liabilities arising from actions taken in their official capacities. 2. Expanded South Dakota Indemnification Agreement: This agreement goes beyond the standard provisions and provides additional protections to directors. It may cover indemnification for expenses related to investigations, regulatory proceedings, or derivative suits brought against the director. 3. Advancement of Expenses Agreement: This agreement allows directors to receive immediate reimbursement for legal expenses incurred while defending against legal claims or proceedings arising from their corporate duties. The agreement specifies the process for requesting and receiving advanced payments. 4. Indemnification for Good Faith Act Agreement: This agreement limits indemnification to directors who have acted in good faith, with a reasonable belief that their actions were in the best interest of the corporation. It protects directors from liabilities resulting from unintentional errors or omissions. 5. Indemnification in Mergers and Acquisitions Agreement: This agreement is specific to directors involved in merger and acquisition transactions. It outlines indemnification terms, such as coverage during negotiations, post-merger liabilities, and protection from third-party claims. Keywords: South Dakota, Indemnification Agreement, directors, corporation, legal liabilities, current directors, future directors, indemnification clauses, scope of coverage, terms and conditions, limitations, additional protections, expenses agreement, advancement of expenses, good faith act, mergers and acquisitions, legal proceedings.
South Dakota Indemnification Agreement between corporation and its current and future directors
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How to fill out South Dakota Indemnification Agreement Between Corporation And Its Current And Future Directors?
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FAQ
Insurance ? The indemnification agreement typically will require that the company provide D&O liability insurance that protects the indemnitee to the same extent as the most favorably insured of the company's and its affiliates' current directors and officers.
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.
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 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.
Section 145(c)(1) provides that to the extent a director has been successful on the merits or otherwise in defense of any action, suit, or proceeding referenced in Section 145(a) or Section 145(b), the director shall be indemnified against expenses actually and reasonably incurred by the director in connection ...
Indemnification Agreement to secure against loss or damage; to give security for the reimbursement of a person in case of an anticipated loss falling upon him. Also to make good; to compensate; to make reimbursement to one of a loss already incurred by him.
Indemnification refers to the right to have a company reimburse current or former directors or officers for all losses, including legal fees, incurred in connection with litigation arising from actions taken in service to the company or at the company's direction.
Indemnification refers to the right to have a company reimburse current or former directors or officers for all losses, including legal fees, incurred in connection with litigation arising from actions taken in service to the company or at the company's direction.