Tennessee Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met

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US-CC-17-158
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17-158 17-158 . . . Indemnification Agreement between corporation and its directors and/or officers including future directors and officers containing detailed provisions relating to method for determining whether standards for indemnification or reimbursement have been met and making corporation responsible for all costs of determining whether a person is entitled to indemnification or reimbursement regardless of whether person is ultimately found to be entitled to indemnification

Title: Understanding the Tennessee Indemnification Agreement for Corporations and Directors: Exploring the Key Standards and Types of Agreement Introduction: In Tennessee, the Indemnification Agreement serves as a vital legal document between a corporation and its directors, outlining the terms for indemnifying directors against legal liabilities incurred during their duties. This article aims to provide a comprehensive understanding of the agreement, particularly the method for determining whether the standards for indemnification have been met. Additionally, we will explore different types of Tennessee Indemnification Agreements that may vary based on the specific requirements and provisions. Key Points to be covered: 1. Understanding the Tennessee Indemnification Agreement: — Definitiopurposesos— - Legal framework and requirements — Coverage and scope of indemnification 2. The Method for Determining Compliance with Indemnification Standards: — Evaluating the director's actions: Good faith, reasonable belief, and meeting applicable standards — Factors considered in determining whether the director acted in good faith and in the best interest of the corporation — Computing expenses and determining if they are allowable for indemnification — Role of independent legal counsel in the process 3. Different Types of Tennessee Indemnification Agreements: a) Mandatory Indemnification Agreements: — Eligibility for mandatory indemnification — Standards and procedures for evaluating claims — Provisions for approving or denying indemnification requests b) Permissive Indemnification Agreements: — Optional nature and conditions for indemnification — Determining the corporation's interest and director's behavior in granting indemnification — Securities litigation-specific indemnification provisions c) Advancement of Expenses: — Overview of advancement provision— - Determining the director's right to receive advancements — Procedures for requesting and reviewing advancement claims Conclusion: Tennessee Indemnification Agreements are crucial for protecting directors from legal liabilities and providing financial support throughout their service. By understanding the method for determining compliance with indemnification standards and the different types of agreements available, corporations and directors can ensure comprehensive protection in their activities. It is crucial to seek legal advice and draft agreements that align with the specific requirements of the corporation and directors involved.

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  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met

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FAQ

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.

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.

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.

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.

There are three main types of express indemnity clauses: broad form, intermediate form, and limited form. Broad form express indemnity clauses require the indemnitor to hold the indemnitee harmless for all liability, even if the indemnitee is solely at fault.

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.

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 ... ?

More info

by MW Pierce · 2005 · Cited by 1 — determination that the director has met the standards of conduct required for ... If the standard has been met, the corporation may then elect to indemnify. Subject to the terms and conditions of this Agreement, the Company shall indemnify Indemnitee against Expenses, judgments, penalties, fines and amounts paid in ...(a) A determination, if required by applicable law, with respect to Indemnitee's entitlement to indemnification shall be made in the specific case by one of ... 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. This part-. (a). (1) Prescribes policies and procedures for entering into, amending, or modifying contracts in order to facilitate the national defense ... Feb 9, 2021 — By statute, Delaware has established a minimum “standard of conduct” that, if met by a director or officer, permits a corporation to indemnify ... Some companies choose to provide mandatory indemnification for directors (i.e., the Company is required to indemnify a director if the applicable conditions  ... Chapters 4 through 15 of the third edition of Principles of Federal Appropriations. Law, in conjunction with GAO, Principles of Federal Appropriations Law: ... This Contract, by and between the State of Tennessee, Department of Finance and Administration, Division of Health Care Finance and Administration, ... § 2210, authorizes the Nuclear Regulatory Commission and the Department of. Energy to indemnify licensees, contractors, and other owners and operators of.

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Tennessee Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met