An
indemnifying party would provide disclosure based upon the applicable accounting model for the indemnification.
The court held that the corporation's failure to comply with the statute's provisions did not prevent the corporation from
indemnifying its directors in accordance with the corporation's certificate of incorporation.
Indemnification associated with fraud, willful misconduct or infringement of another's intellectual property by the
indemnifying party.
The simplest indemnification provision provides that one party, formally called the indemnitor or
indemnifying party, will reimburse or compensate the other party, called the indemnitee or indemnified party, for damage or loss incurred in connection with the underlying contract and attributable to the indemnitor's actions.
The recent Bata case demonstrates that the courts will impose serious fines and penalties on officers and directors who do not comply with environmental legislation, and will even go so far as prohibiting corporations from
indemnifying the directors against these fines.
In a contract that only requires the group to make payments, however, there is little risk that the actions of the group will give rise to an indemnify event, and a greater likelihood that group will be entitled to receive the
indemnifying payments based upon the actions of services provided by the vendor.
