The Ohio Indemnity Agreement between corporations and directors and/or officers is a legally binding contract that outlines the terms and conditions for indemnifying directors and officers against liabilities incurred while serving in their respective roles. This agreement serves as a mechanism to protect the directors and officers from personal financial losses resulting from legal claims or actions arising from their duties. In Ohio, there are several types of Indemnity Agreements that corporations can establish to provide different levels of protection and coverage for directors and officers. These agreements include: 1. Standard Indemnification Agreement: This is the most commonly used form of the Ohio Indemnity Agreement and provides a broad indemnification to directors and officers, covering all actions taken in good faith while performing their duties. It typically encompasses legal expenses, judgments, settlements, and any other costs incurred during legal proceedings. 2. Advancement of Expenses: This type of Indemnity Agreement allows corporations to advance legal expenses to directors and officers promptly, allowing them to defend themselves against claims without incurring significant personal costs upfront. The agreement outlines the conditions under which the corporation will provide this advanced financial support. 3. Partial Indemnification Agreement: In certain cases, corporations may opt for a partial indemnification agreement that offers limited protection to directors and officers. This type of agreement specifies the circumstances under which indemnification will be provided, such as acting in good faith and in the best interest of the corporation. 4. Indemnification for Successful Defense: This specific type of Indemnity Agreement applies when directors and officers successfully defend themselves against legal claims or actions. It ensures that all legal expenses related to the defense are covered by the corporation. 5. Indemnification for Settlements: This agreement type focuses on indemnifying directors and officers when they reach a settlement with the claimant, effectively avoiding a full-blown legal battle. It outlines the terms and conditions under which the corporation will indemnify them for the settlement amount. 6. Indemnification for Settlements Resulting from Mergers or Acquisitions: In cases involving mergers or acquisitions, this agreement type provides indemnification to directors and officers for any settlements reached due to actions or decisions made in the course of the transaction. By implementing these various types of Ohio Indemnity Agreements, corporations can ensure that their directors and officers are adequately protected against potential liabilities, promoting confidence in these leadership positions and fostering a proactive approach towards corporate governance.
Ohio 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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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.
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.
For example, A promises to deliver certain goods to B for Rs. 2,000 every month. C comes in and promises to indemnify B's losses if A fails to so deliver the goods. This is how B and C will enter into contractual obligations of indemnity.
In corporate law, an indemnity agreement serves to hold Board Directors and company executives free from personal liability if the company becomes sued or suffers damages.
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.
Indemnity Agreement: 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.
Indemnity is a type of insurance compensation paid for damage or loss. When the term is used in the legal sense, it also may refer to an exemption from liability for damage. Indemnity is a contractual agreement between two parties in which one party agrees to pay for potential losses or damage caused by another party.