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

Texas Director Favorable Director Indemnification Agreement

Name: Texas 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 Texas 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.

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 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.

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

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

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.

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

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.

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, 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.

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Particularly in today's business climate, officers and directors ofthat the indemnity agreement was never intended to cover expenses ... Mutual Indemnification. Each Party (the ?Indemnifying Party?) agrees to defend the other Party, its affiliates and each of their respective officers, directors, ...And Ease of Use. 100% Satisfaction Guarantee. "I ordered some Real Estate forms online and as a result of my error, ... Side-A DIC policies can also fill gaps in the underlying traditional coverage (for example, the company refuses to indemnify a director or one of the underlying ... WHEREAS, Indemnitee is a director of the Company;the Company wishes to provide in this Agreement for the indemnification of, and the advancement of ... By ME Barrett · Cited by 10 ? In 1973 the Texas statute was amended to provide that a corporation may purchase indemnification insurance on behalf of its officers, directors, em-. By MW Pierce · 2005 · Cited by 1 ? director and officer indemnification has become the subject of heightened debateTale of the Corporate Tape: Delaware, Nevada, and Texas, 52. By P Milakovich · 1988 · Cited by 3 ? velopment of director and officer indemnification and theits directors or officers in which the corporation agrees to pay any and all ... A substantial uptick in securities litigation and an increased regulatory enforcement focus have put directors and officers squarely in the ... Both indemnification clauses and additional insured provisions in construction contracts that purport to indemnify the indemnitee/additional insured for its ...

Texas Director Favorable Director Indemnification Agreement

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How to fill out Texas Director Favorable Director Indemnification Agreement?

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