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Virginia Indemnification Agreement between corporation and its current and future directors

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Multi-State
Control #:
US-CC-17-197C
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Word; 
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17-197C 17-197C . . . Indemnification Agreement to be entered into between corporation and its current and future directors and such current and future officers and other agents as directors may designate. The proposal includes description of procedural and substantive matters in Indemnification Agreements that are not addressed, or are addressed in less detail, in California law

The Virginia Indemnification Agreement is a legal contract established between a corporation and its directors to provide protection and financial security to the directors in case of any legal claims or liabilities arising from their actions or decisions while serving the company. This agreement is essential as it assures directors that their personal assets will not be at risk as a result of their corporate duties. One type of Virginia Indemnification Agreement is the "Virginia Corporate Indemnification Agreement." This agreement specifically outlines the scope of indemnification provided by the corporation to its directors. It typically includes provisions for the reimbursement of legal expenses, court costs, settlements, and judgments incurred by directors, subject to certain limitations. Another type of Virginia Indemnification Agreement is the "Virginia Director Indemnification Agreement." This agreement focuses on the duties, responsibilities, and liabilities of directors and the corporation's commitment to providing indemnification in line with state laws and regulations. It covers instances where directors may face legal claims arising from their fiduciary duties, corporate governance, or decision-making processes. Key terms that often appear in a Virginia Indemnification Agreement include: 1. Identifiable Claims: This refers to legal claims and liabilities against a director that arise from their role as a director, including those brought by the corporation, shareholders, or third parties. 2. Standard of Conduct: The agreement establishes the standard of conduct expected from directors, outlining their duty of care, duty of loyalty, and compliance with applicable laws and regulations. 3. Advancement of Expenses: The agreement stipulates that the corporation will advance funds necessary to cover the costs incurred by directors in defending themselves against covered claims, including legal fees, expert witness fees, and other reasonable expenses. 4. Procedure for Indemnification: It details the process and procedure for directors to request indemnification from the corporation, including notification requirements, submission of documentation, and the corporation's review and approval process. 5. Limitations and Exceptions: The agreement may contain limitations on indemnification, such as exclusions for intentional misconduct, improper personal benefit, or actions taken in violation of the law. It may also address insurance requirements and the impact on indemnification. Virginia Indemnification Agreements are crucial for attracting qualified individuals to serve as directors, assuring them that the corporation will stand by them in litigation or legal proceedings. These agreements are designed to protect the personal assets of directors, allowing them to fulfill their roles without fear of excessive personal liability.

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FAQ

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.

A director and officer indemnification agreement is a contract that allows executives to protect themselves from claims made against them while performing job. Indemnification means that in the event a lawsuit is filed against a company, the indemnified party is "held harmless" from claims.

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.

A Standard Clause to be inserted into a written executive employment contract detailing the corporate employer's obligation to reimburse the executive for losses incurred in legal proceedings related to service as a corporate director or officer.

A director and officer indemnification agreement is a contract that allows executives to protect themselves from claims made against them while performing job. Indemnification means that in the event a lawsuit is filed against a company, the indemnified party is "held harmless" from 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 ...

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.

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.

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THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into on [○], 2021, by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “ ... This Indemnification Agreement (this “Agreement”) is made as of (the “Effective Date”) by and between K12 Inc., a Delaware corporation (the “Company”), and who ...Director Indemnification Agreement -- Form: Learn more about this contract and other key contractual terms and issues by viewing the many sample contracts ... Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense ... Jul 15, 2013 — Consider the nature and extent of the indemnification protections the company intends to provide and make sure the relevant documents reflect ... Jul 24, 2020 — Most states hold that, absent anything to the contrary in contract, a person is entitled to an implied indemnity when the person performing a ... Mandatory indemnification. Unless limited by its articles of incorporation, a corporation shall indemnify a director who entirely prevails in the defense of ... 52.222-52 Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Certification. ... Indemnification and Medical ... Section 145(g) specifically authorizes a corporation to obtain D&O insurance for directors and officers for liability asserted against them in such capacity or ... An agreement among the members or the directors of a corporation that ... A list of the names and business addresses of its current directors and officers; and.

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Virginia Indemnification Agreement between corporation and its current and future directors