What is the purpose of an indemnification agreement?

In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

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Articles of Incorporation with Indemnification

Cuyahoga Ohio Articles of Incorporation with Indemnification

Name: Cuyahoga Ohio Articles of Incorporation with Indemnification
Brand: US Legal Forms
Rating: 4.58 (400 reviews)

Category:

Corporations - Public - Indemnification

State:

Multi-State

County:

Cuyahoga

Control #:

US-CC-17-124C

Format:

Instant download

Description

This sample form, a detailed Articles of Incorporation, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

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FAQ

Modification: As opposed to indemnification and advancement rights created by the company's organizational documents, which may be amended by the board or shareholders, indemnification agreements allow the director or officer to prevent the company from unilaterally terminating or reducing the indemnitee's rights.

Owners of corporations and limited liability companies can have statutory and contractual obligations to indemnify officers, directors, managers, and members for legal fees incurred in defending litigation.

The most important part of an indemnification clause is that it protects the indemnified party from lawsuits filed by third parties. This protection is important because damaged parties are still able to pursue compensation for their losses even if this clause isn't in the contract.

That it is non-exclusive (i.e., that indemnification and advancement of expenses under provisions in the company's articles of incorporation and bylaws is also available).

In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

An indemnification clause is not mandatory for a contract to be valid. If there is no indemnification clause, then the parties will not be entitled to any contractual indemnification.

Under Section 145(c) of the Delaware General Corporation Law (DGCL), Delaware corporations are required, in certain circumstances, to indemnify directors and officers of the corporation for costs incurred in connection with litigation and other proceedings arising from the official's corporate role, including attorneys

Indemnity Contract An agreement to pay on behalf of another party under specified circumstances. An insurance policy is an indemnity contract.

Indemnification. Indemnification is an undertaking by the company to defend the director and officer against the cost of certain claims, including legal fees, litigation awards and settlement costs.

Cuyahoga Ohio Articles of Incorporation with Indemnification

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FAQ

What is indemnification agreement for directors and officers?

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Do I need an indemnification clause?

Can a corporation's articles of incorporation provide for the indemnification of directors legal expenses?

What is director indemnification agreement?

What is the purpose of an indemnification agreement?

What happens if there is no indemnification clause?

Does Dgcl require indemnification?

Are insurance policies contracts for indemnification?

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Interesting Questions

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What is indemnification and how does it work in the Articles of Incorporation?

Who can benefit from the indemnification provisions in the Cuyahoga Articles of Incorporation?

How do the indemnification provisions protect individuals in the corporation?

Are there any limitations on indemnification under the Cuyahoga Articles of Incorporation?

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