This is a due diligence contract provision that a company will provide reimbursement for any losses that the director may incur in business transactions.
West Virginia Director Favorable Director Indemnification Agreement
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FAQ
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 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.
Further, in light of the recent amendments to Section 145, only certain officers are entitled to mandatory indemnification of expenses as a matter of law when they are successful on the merits; an indemnification agreement allows a director or officer to secure such rights in the absence of express statutory coverage.
Indemnification clauses are clauses in contracts that set out to protect one party from liability if a third-party or third entity is harmed in any way. It's a clause that contractually obligates one party to compensate another party for losses or damages that have occurred or could occur in the future.
Indemnification is a legal agreement by one party to hold another party blameless not liable for potential losses or damages.
A director's or officer's right to indemnification and advancement of expenses is subject to the company's ability to pay, and several legal limitations. Bankruptcy Law Limits. Claims against directors and officers more frequently occur when the company is under financial distress that leads to bankruptcy.
Indemnification provisions are generally enforceable. There are certain exceptions however. Indemnifications that require a party to indemnify another party for any claim irrespective of fault ('broad form' or 'no fault' indemnities) generally have been found to violate public policy.
Subject to the exceptions mentioned below, the Companies Law prohibits a company and its subsidiaries from exempting any director from, or indemnifying any director against, any liability incurred by the director as a result of the director acting as a director of the company.
Any UK company can now indemnify any of its directors, and any director of a company in the same group, against damages, costs and interest awarded against him in civil proceedings brought by a third party, and against legal and other costs incurred in defending both civil and criminal proceedings if and when the
An indemnity agreement is a contract that protect one party of a transaction from the risks or liabilities created by the other party of the transaction. Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c
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By W Effross · 1993 · Cited by 26 ? law of indemnification, now supplanted by statute, required directors to raise a successful defense). 30 Id. 902. Vol. 7. Page 8 ... The Company has entered into separate indemnification agreements with each of its directors and officers whereby the Company has agreed to indemnify the ...By ME Barrett · Cited by 10 ? Most state general corporation statutes permit a corporation to indemnify its directors, officers, employees, and agents for expenses incurred in defend-. The BMS Medical Director shall coordinate with the MCO Medical Director inThe MCO agrees to indemnify, defend and hold harmless the State of West ... The documents of incorporation fixed the number of directors at three.Applying West Virginia law to the contracts, the circuit court ... By JJ Hanks Jr · 2000 · Cited by 23 ? of provisions for indemnification of directors and officers and, more re-ute, a contract between the corporation and the manager establishes more. Practice on Directors and Officers Liability Insurance,corporation on a separate indemnification agreement that details17 Virginia Mason Med. The Circuit Court did not err by finding the Indemnification and No Liability clausesAgreement as Managing Director ofTremont. App. 1665. Ashland and the Selling Shareholders have indemnified Merrill LynchInc., a West Virginia company, for a purchase price of approximately $42 million. indemnification agreements, particularlybetween directors and officers and thebe too favorable to the Ds and Os at the.