Harris Texas Indemnity Agreement refers to a legally binding contract that establishes the terms and conditions under which a corporation indemnifies its directors and/or officers in the state of Texas. This agreement is designed to protect directors and officers from potential liabilities that may arise in the course of their duties while working for the corporation. The agreement outlines the corporation's commitment to cover legal costs, damages, and other expenses incurred as a result of lawsuits or claims filed against the directors and/or officers. There are various types of Harris Texas Indemnity Agreements, each catering to specific circumstances and needs. These types of agreements may include: 1. General Indemnity Agreement: This is the most common type of agreement that offers broad indemnification protection to directors and officers. It covers a wide range of liabilities, including legal fees, settlements, judgments, and other related expenses. 2. Advancement of Expenses Agreement: This type of agreement allows the corporation to provide immediate financial assistance to directors and officers for legal expenses and liabilities before the final resolution of a lawsuit or claim. It ensures that directors and officers do not face financial burdens during legal proceedings. 3. Indemnity Agreement with Limitations: Some agreements may include certain restrictions or limitations on the extent of indemnification. These limitations could be based on specific scenarios, such as cases where the director or officer acted in bad faith or engaged in intentional misconduct. 4. Indemnity Agreement for Specific Roles or Circumstances: These agreements may be tailored to cater to specific positions or circumstances within the corporation. For example, there might be separate agreements for executive officers, board members, or individuals serving in risky roles or industries. 5. Indemnity Agreement for Non-Profit Corporations: Non-profit organizations often have their own unique indemnity agreement types that align with their specific legal requirements and regulations. It is crucial for both the corporation and directors/officers to carefully review and negotiate the terms and conditions outlined in the Harris Texas Indemnity Agreement. Legal counsel is highly recommended ensuring that the agreement adequately addresses the potential risks and liabilities faced by the directors and officers while aligning with the corporation's best interests.
Harris Texas Indemnity Agreement between corporation and directors and / or officers
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Key Takeaways. Indemnity is a comprehensive form of insurance compensation for damages or loss. In this type of arrangement, one party agrees to pay for potential losses or damages caused by another party.
Indemnity is a comprehensive form of insurance compensation for damages or loss. In this type of arrangement, one party agrees to pay for potential losses or damages caused by another party.
An indemnity agreement is a contract that 'holds a business or company harmless' for any burden, loss, or damage. An indemnity agreement also ensures proper compensation is available for such loss or damage.
By statute, Delaware has established a minimum standard of conduct that, if met by a director or officer, permits a corporation to indemnify such director or officer pursuant to a charter or bylaw provision, an indemnification agreement with such D&O, or a resolution of the board or stockholders.
To indemnify another party is to compensate that party for losses that that party has incurred or will incur as related to a specified incident.
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.
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.
There are three levels of indemnification broad, intermediate and limited form: Broad Form Indemnity.Intermediate Form Indemnity.Limited Form Indemnity.Validity of Indemnity Provisions.State-by-State Case.Operations in Multiple States.Insurance Considerations.
In a mutual indemnification, both parties agree to compensate the other party for losses arising out of the agreement to the extent those losses are caused by the indemnifying party's breach of the contract. In a one-way indemnification, only one party provides this indemnity in favor of the other party.