A Missouri Indemnification Agreement is a legal document that outlines the method for determining whether the standards for indemnification have been met by a corporation and its directors. It is designed to protect directors from personal liability for their actions taken on behalf of the corporation, provided they have acted in good faith and in the best interest of the company. The agreement establishes the terms and conditions under which the corporation agrees to indemnify its directors against any legal expenses, liabilities, and damages arising from their official duties. The purpose is to ensure that directors are incentivized to make difficult decisions without the fear of personal financial repercussions. To determine whether the standards for indemnification have been met, the agreement usually establishes specific criteria that must be satisfied. These criteria may include: 1. Determination of Good Faith: The agreement may require a determination that the director acted in good faith, with the reasonable belief that their actions were in the best interest of the corporation. This serves as a safeguard against reckless or intentionally harmful behavior. 2. Compliance with the Law: The agreement may state that indemnification is contingent upon the director complying with all applicable laws, regulations, and corporate bylaws. Failure to do so may result in the forfeiture of indemnification rights. 3. Successful Defense: The agreement may require a successful defense against any legal proceedings brought against the director. If the director is found liable or negligent, indemnification may not be granted. 4. Standard of Conduct: The agreement may incorporate a specific standard of conduct that directors must uphold. This could include adherence to the corporation's code of ethics or a duty of loyalty and care. 5. Determination by Independent Counsel: The agreement may stipulate that the determination of whether the standards for indemnification have been met should be made by independent legal counsel or a designated committee within the corporation. Different types of Missouri Indemnification Agreements may exist depending on the scope and nature of indemnification provided. For example: 1. Broad Indemnification Agreement: This agreement provides comprehensive protection to directors, covering a wide range of legal expenses, liabilities, and damages incurred during the course of their directorial duties. 2. Limited Indemnification Agreement: This agreement may impose more restrictive criteria for indemnification, such as limiting coverage to specific types of actions or certain amounts of liability. 3. Indemnification Agreement with Self-Insurance: This agreement may include provisions for the corporation to self-insure against potential indemnification claims, either through existing insurance policies or by setting aside funds specifically for that purpose. In conclusion, a Missouri Indemnification Agreement is a critical legal tool that facilitates the protection of directors from personal liability. By outlining the method for determining whether the standards for indemnification have been met, the agreement ensures that directors can make decisions in the best interest of the corporation without fear of financial consequences.
Missouri 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 Missouri Indemnification Agreement Between Corporation And Its Directors Regarding Method For Determining Whether Standards For Indemnification Have Been Met?
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The rule of indemnity, or the indemnity principle, says that an insurance policy should not confer a benefit that is greater in value than the loss suffered by the insured. Indemnities and insurance both guard against financial losses and aim to restore a party to the financial status held before an event occurred.
Except as provided in subsection 2 of this section, in any contract or agreement for public or private construction work, a party's covenant, promise or agreement to indemnify or hold harmless another person from that person's own negligence or wrongdoing is void as against public policy and wholly unenforceable.
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 ...
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.
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.
To indemnify, also known as indemnity or indemnification, means compensating a person for damages or losses they have incurred or will incur related to a specified accident, incident, or event.
What is indemnification? 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 corporation created under the laws of this state may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, ...