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Used in insurance policy agreements as to compensation for damage or loss. In the context of corporate governance, Director Indemnification uses the bylaws and/or charter to indemnify officers and directors from certain legal expenses and judgments resulting from lawsuits pertaining to their conduct.


The collection of money for damages. For example, indemnification occurs in insurance when the policyholder receives money to compensate for an insured event. Likewise, a company may receive indemnification from an employee, especially a major executive, if the company suffers damages in a lawsuit as a result of the employee's illegal or unethical actions.


The process of shifting a loss from one party to another either because of an express agreement by the parties or because the law requires it under the circumstances.

Example: A purchaser of real estate discovers the property is subject to a lien that was placed against it prior to sale and pays the lien in order to avoid foreclosure; then the purchaser is entitled to indemnification, or reimbursement, from the prior owner who breached the warranties in the deed.

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References in periodicals archive ?
You also should be vigilant when describing the types of activities that will be covered by an intellectual property indemnification provision.
Intermediate Form" indemnification requires the other party to indemnify the owner in all instances except when they are solely negligent.
A company that does not enjoy federal indemnification, however, must consider its indemnifier's financial soundness in determining if such protection relieves it of the need for disclosure.
Bodson stressed in his testimony that indemnification is one of two technical issues (the other is known as "plenary access") that Congress needs to address to prevent data fragmentation.
The 7th Civil Chamber of the Court of Appeals of the State of Sao Paulo vacated yesterday, by unanimous vote, the judgment of the court of 1st instance that had found in favor of the indemnification claim brought by the Association for the Defense of the Health of Smokers ("ADESF") against the Brazilian cigarette manufacturers Souza Cruz (a subsidiary of British American Tobacco) and Philip Morris Brasil (a subsidiary of Philip Morris International).
In general, state corporation statutes authorize corporations to indemnify a director or officer for losses incurred as a result of a legal proceeding against the director or officer in his or her capacity as such, but this indemnification is merely permissive in most circumstances.
This indemnification specifically includes any claims that may be made against DISTRICT by any taxing authority asserting that an employer-employee relationship exists by reason of this Agreement, and any claims made against DISTRICT alleging civil rights violations by ACCOUNTANT under Government Code section 12920 et seq.
Such indemnification makes mutual clients--rather than their accounting firms-liable for claims and dam ages that may derive from management misrepresenting data that underlie financial statements certified by the auditor.
Puzzlement has percolated on the part of some in the industry over the insistence by the NCUA that indemnification and coverage of legal fees incurred by the onetime WesCorp officers it is suing are not owed.
By unanimous vote (5x0), the 4th Panel of the Superior Justice Tribunal (STJ) rejected on Thursday (12/16/2011) the indemnification claim brought by ex-smoker Maria Aparecida da Silva.
LinuxIT has launched a indemnification program to underwrite community-based Open Source software, which will provide organisations with a guarantee and assurance at zero risk.
Such an indemnification could in theory have resulted in Canal's being the ultimate obligor on the bank loan.