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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Approval of Indemnification Agreements with article amendment and...

Bronx New York Approval of Indemnification Agreements with article amendment and amendment to bylaws

Name: Bronx New York Approval of Indemnification Agreements with article amendment and amendment to bylaws
Brand: US Legal Forms
Rating: 4.84 (262 reviews)

Category:

Corporations - Public - Indemnification

State:

Multi-State

County:

Bronx

Control #:

US-CC-17-195C

Format:

Instant download

Description

This is a multi-state form covering the subject matter of the title.

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Indemnification of Corporate Director

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Indemnification in the context of nonprofit bylaws generally refers to how the nonprofit will protect its directors and other agents in the event they are sued for acting in their capacity as agents of the nonprofit.

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 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.

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.

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

What does "Corporate Indemnification" mean? Generally, indemnification refers to a situation in which one party (the indemnifying party) agrees or is required to cover the costs, losses and/or expenses experienced by another party (the indemnified party).

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.

Court will not enforce an indemnification provision that indemnifies an indemnitee for its own negligence unless the intention of the parties is clearly and unambiguously expressed. Courts first look for specific language in the contract that address the fault or negligence of the indemnitee.

At their core, indemnification provisions transfer liabilities related to a claim from one party to another party, generally in the event of a breach of contract or a party's negligence or misconduct in the performance of the agreement.

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.

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An indemnification agreement may serve several purposes. Section VI: RFP Part 2 Proposal Package To Be Filled Out By Proposers .B. Required Approvals from and Notices to Agencies and Officers. 4601 Henry Hudson Parkway.

Bronx New York Approval of Indemnification Agreements with article amendment and amendment to bylaws

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FAQ

What is an indemnification clause in bylaws?

What is indemnification agreement?

Are indemnification agreements enforceable?

What is the purpose of an indemnification agreement?

Does Dgcl require indemnification?

What is a corporate indemnification agreement?

What is a director indemnification agreement?

Do indemnity clauses hold up in court?

Is indemnification a breach of contract?

What is indemnification agreement for directors and officers?

Interesting Questions

What is the Bronx Approval of Indemnification Agreements?

Why would someone need an Indemnification Agreement?

What is an article amendment?

Why would an article amendment be required in the Bronx Approval of Indemnification Agreements?

What are bylaws?

How does an amendment to bylaws impact the Bronx Approval of Indemnification Agreements?

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