idemnification and insuracne

Question 1

1. Wins on the merits or otherwise

Answer 1

a. MUST be indemnified

Question 2

2. Loses MAY be indemnified if

Answer 2

a. Acted in good faith
b. Acted in manner reasonably believed to be or not opposed to the best interests of the corporation.
c. With respect to any criminal action or proceedings, had no reasonable cause to believe that his conduct was unlawful
d. Company agreed to indemnify.
i. Otherwise, may not be indemnified
ii. Corporation can advance legal fees on any claim
iii. Corporation can buy insurance against any claim.

Question 3

e. When you have to indemnify

Answer 3

i. When they win- any ground

Question 4

f. When may you idemnify

Answer 4

i. Not entered into interest transaction, and they acted in the best interest of co.

Question 5

g. When you may not idemnify

Answer 5

i. When they had a duty of loyalty violation.