Georgia Indemnity Agreement between corporation and directors and / or officers

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Multi-State
Control #:
US-CC-17-171
Format:
Word; 
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This sample form, a detailed Indemnity Agreement, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Georgia Indemnity Agreement between corporation and directors and/or officers is a legal document that outlines the terms and conditions of indemnification provided by a corporation to its directors and/or officers. This agreement is designed to protect directors and officers from personal liability, ensuring they can carry out their responsibilities without the fear of financial loss. In Georgia, there are two types of Indemnity Agreements commonly used: Standard Indemnity Agreement and Enhanced Indemnity Agreement. 1. Standard Indemnity Agreement: A Standard Indemnity Agreement between a corporation and its directors and/or officers typically includes the following key provisions: a. Scope of Indemnification: This clause defines the extent to which the corporation will indemnify directors and officers for any losses, liabilities, expenses, or judgments incurred as a result of their service to the corporation. b. Advancement of Expenses: This provision allows the corporation to advance funds to directors and officers to cover legal fees, costs, and other expenses associated with any legal proceedings. c. Limitations and Exclusions: The agreement may include certain limitations and exclusions, outlining situations where indemnification may not be granted, such as if the director or officer acted in bad faith or engaged in willful misconduct. d. Procedure for Seeking Indemnification: This section outlines the steps and procedures directors and officers need to follow to request indemnification, including providing notice and documentation of the claim or action against them. 2. Enhanced Indemnity Agreement: An Enhanced Indemnity Agreement goes a step further than the Standard Agreement by providing broader rights and protections to directors and officers. Key provisions of an Enhanced Indemnity Agreement may include: a. Mandatory Indemnification: This clause ensures that the corporation must indemnify directors and officers for any expenses or liabilities incurred in connection with their roles, except in cases of gross negligence or willful misconduct. b. Broad Advancement of Expenses: The Enhanced Agreement may not only provide for the advancement of legal expenses but also other costs, such as bond premiums, expert witnesses' fees, or travel expenses. c. Indemnification for Third-Party Actions: This provision ensures that directors and officers are indemnified for expenses incurred in defending against claims brought by third parties, including shareholders, employees, or competitors. d. Insurance Coverage: The Enhanced Agreement may require the corporation to secure directors and officers liability insurance (D&O insurance) to further protect directors and officers from personal financial liability. In conclusion, the Georgia Indemnity Agreement between a corporation and its directors and/or officers provides a framework for protecting directors and officers from personal liabilities arising from their service to the corporation. The Standard Indemnity Agreement and Enhanced Indemnity Agreement are two common types that differ in the scope of protection and level of indemnification provided.

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  • Preview Indemnity Agreement between corporation and directors and / or officers
  • Preview Indemnity Agreement between corporation and directors and / or officers
  • Preview Indemnity Agreement between corporation and directors and / or officers
  • Preview Indemnity Agreement between corporation and directors and / or officers
  • Preview Indemnity Agreement between corporation and directors and / or officers
  • Preview Indemnity Agreement between corporation and directors and / or officers
  • Preview Indemnity Agreement between corporation and directors and / or officers
  • Preview Indemnity Agreement between corporation and directors and / or officers

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FAQ

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.

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.

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.

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 requires the indemnifying party to: Reimburse for covered paid costs and expenses (losses). Georgia courts require reimbursement for all paid losses pursuant to the parties' contract (see, for example, Deep Six, Inc.

Indemnification is protection against loss or damage. When a contract is breached, the parties look to its indemnity clause to determine the compensation due to the aggrieved party by the nonperformer. The point is to restore the damaged party to where they would have been if not for the nonperformance.

Although similar to a hold harmless agreement, an indemnity agreement is an arrangement whereby one party agrees to pay the other party for any damages regardless of who is at fault.

What Is an Indemnification Clause? An indemnification clause is a legally binding agreement between two parties specifying that one party (the indemnifying party) will compensate the other party (the indemnified party) for any losses or damages that may arise from a particular event or circumstance.

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This Director and Officer Indemnification Agreement (this “Agreement”) is entered into as of the “Effective Date” set forth below, by and between Manhattan ... (a) To obtain indemnification for any Liability or any advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request, ...Some contracts include officers, directors, managers, members, employees, agents, ... If parties intend for the indemnity to cover all liabilities (including. In a defense clause, the indemnifying party promises to defend the indemnified party against third-party claims, for example, litigation or arbitration, caused ... (b) The corporation shall not indemnify a director under this Code section for any liability incurred in a proceeding in which the director is adjudged ... This INDEMNIFICATION AGREEMENT is made and entered into as of the day of , by ... If the Director is entitled under this Agreement to payment for some or a ... How long does it take to complete a filing with the Corporations Division? WHEREAS, the Certificate of Incorporation and Bylaws of the Company contemplate indemnification and advancement of expenses to its directors and officers to the ... Indemnity clause in a maintenance and rental agreement between a maintenance service corporation and the owner of a unit in a resort area, whereby the owner ... This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions ...

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Georgia Indemnity Agreement between corporation and directors and / or officers