The Minnesota Indemnity Agreement between corporations and directors and/or officers is a legally-binding document aimed at protecting and indemnifying directors and officers from liabilities and expenses incurred while performing their duties. This comprehensive agreement outlines the terms and conditions under which the corporation agrees to indemnify and hold harmless its directors and officers. The agreement typically starts with a preamble highlighting the importance of indemnification and acknowledging Minnesota state law governing such agreements. It then defines key terms such as "Corporation," "Director," "Officer," and "Indemnified Party" to establish a clear understanding of the parties involved. One type of Minnesota Indemnity Agreement is the "Standard Indemnification Agreement." This agreement outlines the extent to which the corporation agrees to indemnify its directors and officers for any legal proceedings or actions brought against them. It typically covers expenses such as attorney fees, judgments, settlements, and costs incurred while defending against claims. Another type is the "Advancement of Expenses Agreement." This agreement allows directors and officers to request upfront payment of legal expenses before the resolution of a legal proceeding. It ensures that individuals are not burdened by personal financial obligations while addressing claims related to their corporate roles. The agreement also addresses certain provisions like "Insurance," which requires the corporation to secure and maintain directors and officers liability insurance coverage to provide further protection. This safeguards directors and officers from financial risk even if the corporation becomes unable to fulfill its indemnification obligations. Furthermore, the agreement details the procedures and processes for making indemnification and advancement of expenses claims. It may require the Indemnified Party to provide written notice of a claim, cooperate fully with the defense, and furnish necessary documentation. The selection of applicable law, forum for resolving disputes, and the severability clause are also fundamental components of this agreement. These ensure that any disagreements or issues arising from the agreement will be addressed in accordance with Minnesota state law and within a designated jurisdiction. Overall, the Minnesota Indemnity Agreement between corporations and directors and/or officers provides a comprehensive framework for indemnification, advancement of expenses, and insurance coverage. By establishing clear guidelines and obligations, it enables corporations to attract and retain talented individuals in leadership positions, ensuring they can fulfill their responsibilities without undue financial risk.
Minnesota Indemnity Agreement between corporation and directors and / or officers
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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.
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 Agreement to secure against loss or damage; to give security for the reimbursement of a person in case of an anticipated loss falling upon him. Also to make good; to compensate; to make reimbursement to one of a loss already incurred by him.
Section 145(c)(1) provides that to the extent a director has been successful on the merits or otherwise in defense of any action, suit, or proceeding referenced in Section 145(a) or Section 145(b), the director shall be indemnified against expenses actually and reasonably incurred by the director in connection ...
336.2-725 STATUTE OF LIMITATIONS IN CONTRACTS FOR SALE. (1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
Indemnification refers to the right to have a company reimburse current or former directors or officers for all losses, including legal fees, incurred in connection with litigation arising from actions taken in service to the company or at the company's direction.
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 is often very broad, often extending ?to the maximum extent permitted by law?, whereas D&O insurance polices contain numerous exclusions and conditions. In addition, D&O insurance must be renewed each year, with possible changes in terms and conditions.