Nassau New York Director Favorable Director Indemnification Agreement

State:
Multi-State
County:
Nassau
Control #:
US-DD0603
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Word; 
PDF; 
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Description

This is a due diligence contract provision that a company will provide reimbursement for any losses that the director may incur in business transactions.

Nassau New York Director Favorable Director Indemnification Agreement is a legal document that outlines the terms and conditions under which directors of a company in Nassau, New York can be indemnified for any legal expenses incurred while carrying out their duties. This agreement provides a level of protection to directors, ensuring they are not personally responsible for any legal costs arising from their actions or decisions made in good faith. The Nassau New York Director Favorable Director Indemnification Agreement typically includes clauses that specify the scope of indemnification, the circumstances under which indemnification is applicable, and the procedures for making indemnification claims. It may also outline the process for determining the reasonableness of legal fees and expenses. There are several types of Nassau New York Director Favorable Director Indemnification Agreements, each tailored to the specific needs of the company and its directors. Some common variations include: 1. Standard Indemnification Agreement: This is the basic form of the agreement that provides protection to directors against any liabilities incurred in the performance of their duties, as long as they have acted in good faith and in the best interests of the company. 2. Enhanced Indemnification Agreement: This type of agreement offers broader protection to directors by extending indemnification coverage to include situations where they may face legal action due to conflicts of interest or breaches of fiduciary duty. 3. Advancement of Expenses Agreement: This agreement allows directors to request the company to advance legal expenses upfront, even before the resolution of any claims or lawsuits. It ensures directors are not burdened with out-of-pocket expenses during legal proceedings. 4. Indemnification Insurance Agreement: In addition to traditional indemnification provisions, this agreement involves the company purchasing director and officer liability insurance to further protect directors from potential legal costs and liabilities. It is important for companies in Nassau, New York, to have a well-drafted Director Favorable Director Indemnification Agreement in place to attract and retain qualified directors. This agreement assures directors that they will not be personally exposed to financial risks arising from the performance of their official duties. However, it is advisable for companies and directors to seek legal counsel to customize the agreement to their specific requirements and comply with applicable laws and regulations.

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FAQ

Shareholder shall indemnify, defend and hold harmless the Company and its officers, directors, employees, agents, affiliates and permitted assigns (each, a Company Indemnitee) from and against any and all losses, claims, damages, liabilities, judgments, costs and expenses (including reasonable attorneys' fees)

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.

Indemnification is where the company reimburses the director or officer for the attorneys' fees and costs, and potentially judgments, incurred in connection with claims arising out of the director's or officer's service to the company.

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.

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.

Companies may indemnify directors against the legal and financial costs of proceedings brought by third parties. This does not extend to the legal costs of unsuccessful defence of criminal proceedings, fines imposed by criminal proceedings and fines imposed by regulatory bodies.

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.

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.

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.

In the indemnification agreement, the company agrees to reimburse the director or officer for losses incurred in legal proceedings related to his service as company director or officer and to advance funds to the director or officer to pay expenses as they are incurred.

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Nassau New York Director Favorable Director Indemnification Agreement