An Arizona Indemnification Agreement is a legally binding document that establishes the terms under which a corporation agrees to indemnify its directors against any liabilities, expenses, or damages incurred while performing their duties for the company. This agreement ensures that directors are protected from personal financial losses that may result from their corporate responsibilities. The agreement includes a specific method for determining whether the standards for indemnification have been met. This method typically involves a thorough evaluation of the director's conduct and whether it aligns with the requirements set forth in the corporation's bylaws or state laws. The following keywords are relevant for the Arizona Indemnification Agreement: 1. Indemnification: The process of compensating or protecting against financial losses or damages incurred by a director. 2. Agreement: A legally binding contract outlining the terms and conditions between the corporation and its directors. 3. Corporation: A legally recognized entity separate from its directors and shareholders, responsible for conducting business activities. 4. Directors: Individuals elected or appointed to oversee the management and decision-making processes of a corporation. 5. Method: A systematic approach or process used to determine if the standards for indemnification have been met. 6. Liabilities: Legal obligations or debts that a director might incur while fulfilling their duties. 7. Expenses: Costs or expenditures related to legal defense, settlements, or judgments in a lawsuit or legal matter. 8. Damages: Financial loss or harm suffered by a third party due to the actions or decisions of a director. 9. Standards: Criteria or requirements that directors must adhere to in order to be eligible for indemnification. 10. Bylaws: The set of rules and regulations that govern the internal operations and management of a corporation. Different types of Arizona Indemnification Agreements between a corporation and its directors may exist based on the specific circumstances and needs of the company. These variations can include: 1. Full Indemnification Agreement: This type of agreement offers comprehensive indemnification coverage to directors, covering all possible liabilities, expenses, and damages incurred in performing their duties. 2. Limited Indemnification Agreement: In this agreement, certain restrictions or limitations may be in place regarding the extent of indemnification provided, such as capping the amount of coverage or excluding certain types of liabilities. 3. Advance Indemnification Agreement: This agreement allows directors to receive indemnification upfront, even before any legal actions or claims have been filed against them. It offers financial protection in anticipation of potential future liabilities. 4. Indemnification Upon Successful Defense Agreement: This type of agreement stipulates that indemnification will only be provided if the director successfully defends themselves against any claims or legal actions. If the director is found liable or at fault, indemnification may not apply. It is crucial for corporations and their directors to carefully review and understand the specific terms and conditions outlined in the Arizona Indemnification Agreement to ensure that both parties are protected and their respective rights and obligations are clearly defined.
Arizona 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 Arizona Indemnification Agreement Between Corporation And Its Directors Regarding Method For Determining Whether Standards For Indemnification Have Been Met?
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FAQ
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).
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.
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.
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.
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, ...
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 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.
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.