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Definition. Express Contractual Indemnity is based upon a written agreement by one person to indemnify or hold another harmless from the legal consequences of its conduct. The scope of Express Contractual Indemnity depends upon the wording of the indemnity language.
In most cases, the requirement to indemnify must be contained in a written contract between the parties. However, in some states parties may be required to pay for the losses of another in certain limited circumstances.
This mandatory indemnification. includes the payment of reasonable expenses. and attorneys fees incurred in connection. with the lawsuit. Directors and officers are entitled to enforce their right to mandatory indemnification in court.
A claimant seeking equitable indemnity must plead and prove that: (1) it has discharged a legal obligation owed to a third party; (2) the party from whom it seeks liability also was liable to the third party; and (3) as between the claimant and the party from whom it seeks indemnity, the obligation ought to be
Equitable indemnity principles govern the allocation of loss or damages among multiple tortfeasors whose liability for the underlying injury is joint and several. Equitable indemnity is designed to apportion liability among joint tortfeasors in direct proportion to their respective fault.
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Instead, implied indemnity often emanates from circumstances or the conduct of two concerned parties. The facts and the conduct of the parties involved often determine the obligations extent. For instance, in a master-servant relationship, the master must compensate the servant if they suffer injuries.
The terms contribution and indemnity are often used interchangeably, but contribution distributes the loss among the tortfeasors by requiring each to pay his proportionate share where indemnity shifts the entire loss from one tortfeasor who has been compelled to pay it to the shoulders of another who should bear it
Indemnification clauses vary widely, but in a typical indemnification provision, the obligor (indemnifying party) promises to reimburse the obligee (indemnified party) from and against any and all losses, liabilities, claims, and causes of action (recoverable damages) incurred by the indemnified party that cause,

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