What is the purpose of an indemnification agreement?

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.

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Director Favorable Director Indemnification Agreement

Minnesota Director Favorable Director Indemnification Agreement

Name: Minnesota Director Favorable Director Indemnification Agreement
Brand: US Legal Forms
Rating: 4.63 (380 reviews)

Category:

Corporations - Due Diligence

State:

Multi-State

Control #:

US-DD0603

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This is a due diligence contract provision that a company will provide reimbursement for any losses that the director may incur in business transactions.

How to fill out Minnesota Director Favorable Director Indemnification Agreement?

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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

Companies may indemnify directors against the legal and financial costs of proceedings brought by third parties. This does not extend to the legal costs of unsuccessful defence of criminal proceedings, fines imposed by criminal proceedings and fines imposed by regulatory bodies.

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.

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.

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 is a legal agreement by one party to hold another party blameless not liable for potential losses or damages.

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

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.

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.

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The director and officer indemnification agreement provides additional protection from the directors and officers of a Delaware corporation. By JJ Hanks Jr · 1988 · Cited by 234 ? directors themselves from personal liability for money damages.2 The standardholding company headquartered in Seattle, and five of its officers agreed ...In contract law, indemnity is a contractual obligation of one party (indemnifier) to compensate the loss incurred to the other party (indemnity holder) due ... The indemnification agreement typically will require that the company provide D&O liability insurance that protects the indemnitee to the same ... By MW Pierce · 2005 · Cited by 1 ? ?Nevada has adopted statutes that are more director friendly and anti-takeover favorable than Delaware's. Unfortunately, since only the opinions of the Nevada. In this case, directors found themselves uninsured in a law suitto provide defense and indemnification on the basis of the insured vs. By KG Pillai · 1981 · Cited by 11 ? See also Greenberg & Dean,. Protecting the Corporate Executives: Director and Officer Liability Insurance Re-evalu- ated, 58 MARQ. L. REv. 555, 556 n.3 (1975). Practice on Directors and Officers Liability Insurance,corporation on a separate indemnification agreement that details indemnification. Duties of Directors in Sale of Control Transactions.Indemnification Agreements.to produce the most favorable transaction for the shareholders. NTIC has entered into agreements with its directors and officers regarding indemnification, in addition to indemnification provided for in its restated ...

Minnesota Director Favorable Director Indemnification Agreement

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Can a UK company indemnify its directors?

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