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

Utah Director Favorable Director Indemnification Agreement

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

Category:

Corporations - Due Diligence

State:

Multi-State

Control #:

US-DD0603

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

How to fill out Utah Director Favorable Director Indemnification Agreement?

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FAQ

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

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

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

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.

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.

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, 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 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.

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By ME Barrett · Cited by 10 ? Most state general corporation statutes permit a corporation to indemnify its directors, officers, employees, and agents for expenses incurred in defend-. Our board of directors recommends that you vote ?FOR? the director nomineesyou are considered the beneficial owner of shares held in ?street name? and ...In contract law, indemnity is a contractual obligation of one party (indemnifier) to compensate the loss incurred to the other party (indemnity holder) due ... Indemnification set forth in Section 3 of this Agreement. The Director may contest a determination that he or she is not entitled to indemnification by ... (d) Effective on September 4, 2014, the Board of Directors of the Company electedon the boards of the Utah Symphony & Opera, Beneficial Life Insurance, ... A director is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or ... By JP Monteleone · 1996 · Cited by 88 ? of indemnification from the corporation and directors and officers (Dany indemnification agreement to the extent that, as applied, it would cover ... Practice on Directors and Officers Liability Insurance,corporation on a separate indemnification agreement that details indemnification. By DA DeMott · 2011 ? director or officer may shift litigation-related costs to his or heragreement with the principal, which enables the principal to assess ... 28-Feb-2019 ? A substantial uptick in securities litigation and an increased regulatory enforcement focus have put directors and officers squarely in the ...

Utah Director Favorable Director Indemnification Agreement

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What is the purpose of an indemnification agreement?

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