Authorizes the Entity to indemnify its directors, officers and agents, and to advance their expenses, to the fullest extent the governing law allows.
Indemnification
Authorizes the Entity to indemnify its directors, officers and agents, and to advance their expenses, to the fullest extent the governing law allows.
- Clause id:
indemnification@1.0.0
- Activated by the
indemnification module
- Composes after:
## Article VI - Duration and Change (a document package may override this through its anchors map)
- Placeholders:
jurisdiction
Item numbers in this clause are canonical: they open at 1.1 under the
clause's own heading and never assume a host document's numbering. A
consumer composing the clause renumbers it to continue the target
document.
Source: form follows the market-standard Delaware C-Corp startup formation set as produced by Stripe Atlas; the text is standard Delaware corporate practice under the general corporation law, not a third party's proprietary drafting, and no real party's data is shipped; 1.3 follows the definition used in the bylaws of the same set. Carried at the same provenance discipline as delaware-ccorp@1.0.0: no real party's data is shipped, and the slug carries no third-party trademark.
Licence: Apache-2.0
Do not hand-edit this directory. It is generated:
node scripts/import-entity-templates.mjs [path-to-model-factory]
Indemnification
1.1 To the fullest extent permitted under the law of the State of Delaware, United States, the Entity is authorized to provide indemnification of, and advancement of expenses to, its directors, officers and agents, and any other person to whom that law permits the Entity to provide indemnification, in excess of the indemnification and advancement otherwise permitted by that law.
1.2 Indemnification may be provided through provisions of the bylaws, agreements with such persons, a vote of the constituents or of disinterested directors, or otherwise.
1.3 The term proceeding is to be read broadly, and includes the investigation, preparation, prosecution, defence, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
Indemnification
----
**1.1** To the fullest extent permitted under the law of the State of Delaware, United States, the Entity is authorized to provide indemnification of, and advancement of expenses to, its directors, officers and agents, and any other person to whom that law permits the Entity to provide indemnification, in excess of the indemnification and advancement otherwise permitted by that law.
**1.2** Indemnification may be provided through provisions of the bylaws, agreements with such persons, a vote of the constituents or of disinterested directors, or otherwise.
**1.3** The term proceeding is to be read broadly, and includes the investigation, preparation, prosecution, defence, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
## Indemnification
**1.1** To the fullest extent permitted under the law of {{jurisdiction}}, the Entity is authorized to provide indemnification of, and advancement of expenses to, its directors, officers and agents, and any other person to whom that law permits the Entity to provide indemnification, in excess of the indemnification and advancement otherwise permitted by that law.
**1.2** Indemnification may be provided through provisions of the bylaws, agreements with such persons, a vote of the constituents or of disinterested directors, or otherwise.
**1.3** The term proceeding is to be read broadly, and includes the investigation, preparation, prosecution, defence, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
{
"$class": "id.entity.render.clause.indemnification@1.0.0.IndemnificationClauseRender",
"jurisdiction": "the State of Delaware, United States"
}
/*
* Render model fragment for indemnification@1.0.0.
*
* NOT a canonical data model. It carries exactly the placeholders the
* TemplateMark body uses, so the clause renders independently of any
* document package.
*
* provenance:
* source: id.entity.core (projection)
* licence: Apache-2.0
*/
namespace id.entity.render.clause.indemnification@1.0.0
import org.accordproject.runtime@0.2.0.{Request,Response} from https://models.accordproject.org/accordproject/runtime@0.2.0.cto
@template
concept IndemnificationClauseRender {
o String jurisdiction
}