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

Pennsylvania Director Favorable Director Indemnification Agreement

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

Category:

Corporations - Due Diligence

State:

Multi-State

Control #:

US-DD0603

Format:

Instant download

Description

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

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How to fill out Pennsylvania Director Favorable Director Indemnification Agreement?

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FAQ

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

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 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.

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.

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

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

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.

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.

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.

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Company shall indemnify and hold Executive harmless to the fullest extentagreement governing his conduct as an officer and director of the Company. WHEREAS, damages sought against directors and officers in shareholder or similarprovide that the Company may indemnify and hold harmless directors and ...This Indemnification Agreement is made and effective as of the day of , , by and between Armstrong World Industries, Inc., a Pennsylvania ... The role of the board of directors of a not-for-profit organizationorganizations that are required to file Forms 990 with the IRS are ... Particularly in today's business climate, officers and directors ofthat the indemnity agreement was never intended to cover expenses ... The indemnification and advancement of expenses provided by or granted pursuant toagreement, vote of members or disinterested directors or otherwise, ... This Indemnification Agreement (this ?Agreement?) is dated as of insert(d) ?Disinterested Director? means a director of the Company who is not and was ... The current financial crisis is making corporate directorsWhile many of these indemnification agreements cover all directors generally, ... Indemnification provisions, these Standard Clauses assume that theand defend Buyer/Customer/OTHER PARTY NAME and its officers, directors,. By KA Mayr II · 1997 · Cited by 15 ? of the Delaware Code.5 Recently, in Waltuch v. Conticommodity Services, tor and officer liability insurance policies for their directors and officers. Id.

Pennsylvania Director Favorable Director Indemnification Agreement

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