The Tennessee Indemnity Agreement is a legal document that establishes a contractual arrangement between a corporation and its directors, officers, employees, and agents. This agreement serves to provide protection and financial security to the individuals who hold these positions within the corporation. The primary purpose of the Tennessee Indemnity Agreement is to indemnify and hold harmless the directors, officers, employees, and agents from any liability or legal expenses incurred in the course of their duties and responsibilities for the corporation. This agreement ensures that they are protected against any losses, damages, costs, or expenses arising from any legal action, claims, demands, or lawsuits. Keywords: Tennessee Indemnity Agreement, corporation, directors, officers, employees, agents, indemnify, hold harmless, liability, legal expenses, duties, responsibilities, losses, damages, costs, expenses, legal action, claims, demands, lawsuits. There are different types of Tennessee Indemnity Agreements between a corporation and its directors, officers, employees, and agents. Some of these variations may include: 1. General Indemnity Agreement: This agreement encompasses a broad range of protection for directors, officers, employees, and agents, providing coverage for various types of legal actions or claims. 2. Limited Indemnity Agreement: This type of agreement provides indemnification only for specific areas of liability or legal expenses, as defined and agreed upon by the parties involved. It offers more restricted coverage compared to a general indemnity agreement. 3. Advance Indemnity Agreement: This agreement allows for immediate reimbursement or advancement of legal expenses and liabilities to the directors, officers, employees, or agents before the resolution of a legal proceeding. It ensures that the individual is not burdened financially during the legal process. 4. Indemnity Agreement with Insurance: In some cases, corporations may incorporate insurance coverage within the indemnity agreement. This insurance coverage provides an extra layer of protection by offering financial compensation in combination with the indemnification provided by the corporation. 5. Single Event Indemnity Agreement: This type of agreement is specific to a particular event or situation and offers indemnification coverage solely for that specific circumstance. It is executed when the corporation anticipates potential risks or liabilities associated with a specific event or project. Keywords: General Indemnity Agreement, Limited Indemnity Agreement, Advance Indemnity Agreement, Indemnity Agreement with Insurance, Single Event Indemnity Agreement, indemnification, legal expenses, liability, directors, officers, employees, agents, coverage, insurance, specific circumstances, event, project. In conclusion, the Tennessee Indemnity Agreement is a vital legal instrument that safeguards the directors, officers, employees, and agents of a corporation from potential lawsuits, claims, or legal expenses. It offers various types of coverage and can be tailored to address specific circumstances or situations where indemnification is necessary.
Tennessee Indemnity Agreement between corporation and directors officers employees and agents of corporation
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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.
Indemnification under Companies Act, 2013: While Section 201 of the erstwhile Companies Act, 1956 had restricted a company from indemnifying the directors of the company, the Companies Act, 2013 does not have any such restriction and therefore, directors can now be indemnified by companies against liabilities.
The rule of indemnity, or the indemnity principle, says that an insurance policy should not confer a benefit that is greater in value than the loss suffered by the insured. Indemnities and insurance both guard against financial losses and aim to restore a party to the financial status held before an event occurred.
Tennessee courts recognize a common law cause of action for indemnity based on the principle that a person should bear responsibility for his own wrongdoing. Tennessee courts will impose an implied obligation to indemnify when either: The obligation is a necessary element of the parties' relationship.
What is a Hold Harmless? A hold harmless agreement is your agreement not to sue, should you be injured while on someone's property, or while engaging in a particular activity or sport. Generally, Tennessee courts have held these agreements enforceable.
The right to indemnification may be implied by obligation of law in vicarious liability situations or created by express contract. Implied (or common law) indemnification exists where ?the law imposes liability on a party who has committed no actual wrong but who is held responsible for a loss ... ?
Indemnification clauses are generally enforceable, but there are important qualifications. Some courts hold that broad form or ?no fault? indemnifications, which are blind to fault on the part of either party, violate public policy.
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 ...