Suffolk New York Indemnity Agreement between corporation and directors and / or officers

• Category: Corporations - Public - Indemnification
• State: Multi-State
• County: Suffolk
• Control #: US-CC-17-171
• Format: Word; Rich Text

Description

This sample form, a detailed Indemnity Agreement, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats. A Suffolk New York Indemnity Agreement between a corporation and its directors and/or officers is a legal document that outlines the terms and conditions under which a corporation will indemnify and protect its directors and officers from any claims, liabilities, judgments, and expenses incurred while performing their duties on behalf of the corporation. The agreement serves as a safeguard for directors and officers and encourages them to fulfill their roles diligently, without the constant fear of personal financial liability. Key elements typically included in a Suffolk New York Indemnity Agreement may encompass the following: 1. Parties involved: The agreement clearly identifies the corporation and the directors and/or officers who will be covered under the indemnification provision. 2. Indemnification scope: It outlines the extent of indemnification provided by the corporation, which may include indemnification for legal expenses, settlements, judgments, and expenses incurred during legal proceedings. 3. Standard of conduct: The agreement may establish the standard of conduct that directors and officers must meet in order to be eligible for indemnification. This might involve acting in good faith, in the best interest of the corporation, and without any known conflicts of interest. 4. Advancement of expenses: The agreement may include a provision that allows the corporation to advance legal expenses to directors and officers during the course of legal proceedings, subject to reimbursement if it is later determined that indemnification is not warranted. 5. Exceptions and exclusions: There may be specific circumstances outlined in the agreement where indemnification will not be provided, such as when a director or officer has engaged in willful misconduct or acted against the corporation's interests. 6. Procedure for indemnification: The agreement may establish a procedure for directors and officers to request indemnification, including providing prompt notification to the corporation, cooperation in the defense of any legal action, and submission of required documentation. 7. Insurance coverage: It may be required that the corporation maintains suitable insurance coverage to satisfy its obligation under the indemnification agreement. Different types of Suffolk New York Indemnity Agreements that can exist between a corporation and its directors and/or officers may include: 1. General Indemnity Agreement: This agreement provides comprehensive indemnification to directors and officers, covering a wide range of legal claims and liabilities they may face while acting within their official capacities. 2. Limited Indemnity Agreement: This agreement may restrict the scope of indemnification, providing coverage only for certain types of claims or liabilities, or within specific limits. 3. Advancement of Expenses Agreement: This agreement focuses primarily on the advancement of legal expenses to directors and officers during the legal proceedings, without explicitly addressing the broader range of indemnification. It is important to consult legal professionals well-versed in Suffolk New York corporate law to ensure the agreement encompasses all relevant legal requirements and adequately protects the interests of both the corporation and its directors and officers.

A Suffolk New York Indemnity Agreement between a corporation and its directors and/or officers is a legal document that outlines the terms and conditions under which a corporation will indemnify and protect its directors and officers from any claims, liabilities, judgments, and expenses incurred while performing their duties on behalf of the corporation. The agreement serves as a safeguard for directors and officers and encourages them to fulfill their roles diligently, without the constant fear of personal financial liability. Key elements typically included in a Suffolk New York Indemnity Agreement may encompass the following: 1. Parties involved: The agreement clearly identifies the corporation and the directors and/or officers who will be covered under the indemnification provision. 2. Indemnification scope: It outlines the extent of indemnification provided by the corporation, which may include indemnification for legal expenses, settlements, judgments, and expenses incurred during legal proceedings. 3. Standard of conduct: The agreement may establish the standard of conduct that directors and officers must meet in order to be eligible for indemnification. This might involve acting in good faith, in the best interest of the corporation, and without any known conflicts of interest. 4. Advancement of expenses: The agreement may include a provision that allows the corporation to advance legal expenses to directors and officers during the course of legal proceedings, subject to reimbursement if it is later determined that indemnification is not warranted. 5. Exceptions and exclusions: There may be specific circumstances outlined in the agreement where indemnification will not be provided, such as when a director or officer has engaged in willful misconduct or acted against the corporation's interests. 6. Procedure for indemnification: The agreement may establish a procedure for directors and officers to request indemnification, including providing prompt notification to the corporation, cooperation in the defense of any legal action, and submission of required documentation. 7. Insurance coverage: It may be required that the corporation maintains suitable insurance coverage to satisfy its obligation under the indemnification agreement. Different types of Suffolk New York Indemnity Agreements that can exist between a corporation and its directors and/or officers may include: 1. General Indemnity Agreement: This agreement provides comprehensive indemnification to directors and officers, covering a wide range of legal claims and liabilities they may face while acting within their official capacities. 2. Limited Indemnity Agreement: This agreement may restrict the scope of indemnification, providing coverage only for certain types of claims or liabilities, or within specific limits. 3. Advancement of Expenses Agreement: This agreement focuses primarily on the advancement of legal expenses to directors and officers during the legal proceedings, without explicitly addressing the broader range of indemnification. It is important to consult legal professionals well-versed in Suffolk New York corporate law to ensure the agreement encompasses all relevant legal requirements and adequately protects the interests of both the corporation and its directors and officers.