A New York Indemnity Agreement is a legally binding contract between a corporation and its directors and/or officers that provides financial protection and support in the event of a lawsuit or legal action against them. This agreement establishes the terms and conditions under which the corporation will indemnify or reimburse the directors and officers for any legal expenses or liabilities incurred while performing their duties on behalf of the corporation. Keywords: New York, Indemnity Agreement, corporation, directors, officers, legal protection, financial support, lawsuit, legal action, indemnify, reimburse, legal expenses, liabilities, duties. Types of New York Indemnity Agreements between corporation and directors and/or officers can include: 1. Standard Indemnification Agreement: This type of agreement outlines the general terms and conditions of indemnification provided by the corporation to its directors and officers. It includes provisions for reimbursement of legal expenses, such as attorney fees, court costs, and settlements or judgments. 2. Advancement of Expenses Agreement: This agreement specifies the corporation's commitment to advance or pay for the legal expenses of its directors and officers in a timely manner, even before any final determination of their eligibility for indemnification has been made. It ensures that individuals are provided with immediate financial support during legal proceedings. 3. Enhanced Indemnification Agreement: This type of agreement goes beyond the standard provisions and offers additional protection or expanded indemnification benefits to directors and officers. It may include broader coverage for certain types of claims or extend indemnification to cover derivative actions or liabilities arising from the performance of specific corporate duties. 4. Indemnification Insurance Agreement: In some cases, a corporation may decide to secure insurance policies to cover potential indemnification obligations towards its directors and officers. This type of agreement outlines the terms of the insurance coverage, including the scope, limitations, and conditions that must be met to qualify for indemnification from the insurance provider. It is important for corporations and individuals to carefully review and negotiate the terms of a New York Indemnity Agreement to ensure comprehensive protection and alignment with their specific legal requirements and risk profiles. Consulting legal professionals experienced in corporate law and indemnification practices in New York is advisable for the creation and validation of these agreements.
New York Indemnity Agreement between corporation and directors and / or officers
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How to fill out Indemnity Agreement Between Corporation And Directors And / Or Officers?
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The indemnity may cover liability incurred by the director to any person other than the company or an associated company. This may include both legal costs and the financial costs of an adverse judgement.
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.
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.
Aside from difficulties associated with the clarity of meaning and operation of such clauses, two common problems encountered are: the party giving the indemnity does not have the financial capacity to fund the loss; or. the party giving the indemnity is exposed to an uninsured liability.
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 ...
A director and officer indemnification agreement is a contract that allows executives to protect themselves from claims made against them while performing job. Indemnification means that in the event a lawsuit is filed against a company, the indemnified party is "held harmless" from claims.
New York's General Obligations Law §5-322.1 prohibits enforcement of an indemnification agreement for damage arising ?out of bodily injuries to persons or damage to property contributed to, caused by, or resulting from the negligence of the promisee, his agents or employees, or indemnitee, whether such negligence be in ...