In Virginia, a demand for indemnity from a Limited Liability Company (LLC) by a member is a legal action taken by a member of an LLC to seek compensation or protection against certain liabilities incurred by the company. This demand is made when the member believes they should be indemnified for losses, expenses, or damages arising out of their role or actions within the LLC. Indemnity is a legal concept that allows an individual to be protected from certain financial burdens or losses by shifting the responsibility to another party, in this case, the LLC. It is important to note that the exact provisions regarding demand for indemnity may vary based on the specific circumstances and the operating agreement of the LLC. Different types of Virginia Demand for Indemnity from a Limited Liability Company LLC by Member include: 1. Direct Indemnification Demand: This type of demand for indemnity arises when a member seeks reimbursement for expenses, losses, or damages incurred directly as a result of their role or actions within the LLC. Such expenses may include legal fees, settlements, or damages arising from lawsuits or claims against the member. 2. Indirect Indemnification Demand: In this case, the demand for indemnity is filed when a member seeks protection against liabilities or losses incurred by the LLC, which indirectly affect the member's interests. This could include situations such as the LLC defaulting on its obligations, causing financial harm to the member. 3. Indemnification for Third-Party Claims: This type of demand is made when a member seeks indemnity for claims or liabilities brought against them by an external party, which directly relates to their activities within the LLC. For example, if a member is sued personally due to their actions as a representative of the LLC or as a result of the LLC's business activities, they may seek indemnification. It's important to mention that while the demand for indemnity is initiated by a member, the decision on whether to provide indemnification or not will depend on various factors, including the terms outlined in the operating agreement, the nature of the liability, and the LLC's financial capabilities. To proceed with a Virginia demand for indemnity from an LLC, the member generally needs to file a written demand, including specific details of the claim, supporting evidence, and any applicable provisions from the operating agreement. Seeking professional legal advice is highly recommended ensuring compliance with Virginia state laws and to strengthen the validity of the demand.
Virginia Demand for Indemnity from a Limited Liability Company LLC by Member
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How to fill out Virginia Demand For Indemnity From A Limited Liability Company LLC By Member?
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FAQ
Both corporations and LLCs authorize, and sometimes mandate, indemnification of agents but allow the entity to craft the indemnification terms. Indemnification encourages people to take on the responsibilities and risks of serving as decision makers for an entity.
Virginia's anti-indemnity statute states, in relevant part: ?Any provision contained in any contract relating to the construction, alteration, repair or maintenance of a building ? by which the contractor performing such work purports to indemnify or hold harmless another party to the contract against liability for ...
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.
The right to indemnification may be implied by obligation of law in vicarious liability situations or created by express contract. Implied (or common law) indemnification exists where ?the law imposes liability on a party who has committed no actual wrong but who is held responsible for a loss ... ?
Indemnification clauses are generally enforceable, but there are important qualifications. Some courts hold that broad form or ?no fault? indemnifications, which are blind to fault on the part of either party, violate public policy.
For example, in the case of home insurance, the homeowner pays insurance premiums to the insurance company in exchange for the assurance that the homeowner will be indemnified if the house sustains damage from fire, natural disasters, or other perils specified in the insurance agreement.
The indemnity clause provided that the LLC's manager ?shall not be liable for and shall be indemnified and held harmless ? from any loss or damage incurred ? in connection with the business of the Company, including costs and attorneys' fees ?
A. A business trust shall have the power to indemnify and hold harmless any trustee, officer, employee or agent from and against any and all claims and demands to the same extent as a director, officer, employee or agent of a Virginia corporation under Chapter 9 (§ 13.1-601 et seq.)