The Tennessee Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above is a legal document that outlines the terms and conditions under which the corporation agrees to indemnify its directors and officers at the vice president level and above for any legal expenses or liabilities incurred while performing their duties. This agreement provides protection for directors and officers who may face potential legal challenges arising from their roles in the corporation. It ensures that they are not personally liable for any legal costs or damages that may arise during the course of their official duties. The key provisions of the Tennessee Indemnification Agreement include: 1. Indemnification Scope: This section defines the scope of indemnification and clarifies the situations under which the corporation will provide indemnification to directors and officers. It may specify that indemnification is applicable only for actions taken in good faith and in the best interest of the corporation. 2. Legal Expenses: The agreement outlines the corporation's commitment to covering reasonable legal expenses incurred by directors and officers in defending against any claims or lawsuits related to their official duties. 3. Advancement of Expenses: In certain situations, the agreement may include provisions for the corporation to advance funds to cover legal expenses before the resolution of a legal proceeding. This ensures that directors and officers have access to necessary funds to mount a proper defense. 4. Standard of Conduct: The agreement may specify the standard of conduct expected from directors and officers, emphasizing their adherence to applicable laws, regulations, and the corporation's policies and procedures. Failure to meet these standards may void the indemnification provisions. 5. Procedure for Indemnification Claims: The agreement should outline the procedure for directors and officers to make indemnification claims and the timeline for the corporation to respond. It may require the submission of documentation and evidence to substantiate the claim. 6. Exclusive Benefit: The agreement typically clarifies that indemnification provisions are intended solely for the benefit of the directors and officers and are not extendable to other parties. Different types of Tennessee Indemnification Agreements can be categorized based on the specific level of officers covered. For example: 1. Tennessee Indemnification Agreement for Senior Vice Presidents and Above: This agreement may apply specifically to the highest-ranking officers within the corporation, providing enhanced protection and indemnification provisions. 2. Tennessee Indemnification Agreement for Vice Presidents and Above: This agreement may cover a broader range of officers, including vice presidents and any individuals at a higher level within the corporate hierarchy. 3. Tennessee Indemnification Agreement for Directors and Above: This type of agreement could extend indemnification provisions to include both directors and officers at vice president level and above. It's important for corporations to consult with legal professionals to ensure the Tennessee Indemnification Agreement reflects the specific needs and requirements of their organization while complying with state laws and regulations.
Tennessee Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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FAQ
Indemnification clauses are contractual provisions that require one party (the ?Indemnitor?) to indemnify another party (the ?Indemnitee?) for losses that the Indemnitee may suffer. In prime contracts, the owner usually is the Indemnitee and the contractor is the Indemnitor.
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.
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.
Section 145(b) empowers a corporation to indemnify its directors against expenses incurred in connection with the defense or settlement of an action brought by or in the right of the corporation, subject to the standard of conduct determination, and except that no indemnification may be made as to any claim to which ...
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.
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.
In the indemnification agreement, the corporation agrees to reimburse the director or officer for losses incurred in legal proceedings related to their service as a corporate director or officer to the maximum extent permitted by law.