An Alabama Indemnification Agreement is a legally binding contract that outlines the procedures for providing indemnification protection to directors of a corporation in the state of Alabama. This agreement helps establish a clear framework to determine whether the standards for indemnification have been met in different scenarios where a director may face legal action or incur expenses. The agreement typically includes various key components such as: 1. Definitions: It defines key terms such as "corporation," "director," "indemnification," and "expenses." 2. Scope of Indemnification: The agreement lays out the scope of indemnification, specifying the types of claims or actions for which the director will be eligible for indemnification. This may include claims arising from serving as a director, officer, employee, or agent of the corporation. 3. Review and Determination: The agreement establishes a process for reviewing and determining whether the standards for indemnification have been met. It may require the formation of an independent committee or corporate counsel to assess the director's eligibility for indemnification. 4. Method for Determination: The agreement outlines the methodology or criteria that will be used to evaluate whether the director meets the prerequisites for indemnification. This may involve a determination of good faith, reasonable belief in the best interests of the corporation, or compliance with applicable laws and regulations. 5. Advancement of Expenses: The agreement specifies whether the corporation will advance expenses to the director during the legal proceedings, subject to repayment if it is later determined that the director does not meet the indemnification standards. 6. Notice and Defense: The agreement includes provisions for notifying the corporation of any claims or legal actions against the director. It may also establish the corporation's obligation to provide legal defense for the director or allow the director to select their own defense counsel. 7. Limitations and Exclusions: The agreement may include certain limitations or exclusions to indemnification, such as barring indemnification for actions involving self-dealing, willful misconduct, or violations of criminal laws. Different types of Alabama Indemnification Agreements may exist depending on the corporation and its specific requirements. For instance, some corporations may adopt a Standard Alabama Indemnification Agreement, while others may choose to customize the agreement to meet their unique needs. It is important to consult legal professionals and review Alabama state laws to ensure compliance while drafting and executing such agreements.
Alabama Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
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How to fill out Indemnification Agreement Between Corporation And Its Directors Regarding Method For Determining Whether Standards For Indemnification Have Been Met?
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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.
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 clauses vary widely, but in a typical indemnification provision, the indemnifying party promises to reimburse the indemnified party from and against ?losses, liabilities, claims, and causes of action? (recoverable damages) incurred by the indemnified party that ?are caused by,? ?arise from,? or are ? ...
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.
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.
An indemnification clause may allow: The indemnified party to recover certain types of losses, such as attorney's fees, which are not typically recoverable under a common law cause of action. The indemnifying party to reduce its liability by incorporating: Liability cap.
Sponsor shall indemnify and hold Institution, System, their Regents, officers, agents, and employees harmless against any and all claims, demands, damages, liabilities and costs which directly or indirectly result from, or arise in connection with, any negligent act or omission of Sponsor, its agents, or employees, ...
Indemnifications, or ?hold harmless? provisions, shift risks or potential costs from one party to another. One party to the contract promises to defend and pay costs and expenses of the other if specific circumstances arise (often a claim or dispute with a third party to the contract).