Terms Used In Arizona Laws > Title 10 > Chapter 31 > Article 5 - Indemnification

• Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
• Administrator: means the deputy director of the financial institutions division of the department of insurance and financial institutions. See Arizona Laws 44-281
• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Affiliate: means a person that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with the person specified. See Arizona Laws 10-140
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Annual percentage rate: The cost of credit at a yearly rate. It is calculated in a standard way, taking the average compound interest rate over the term of the loan so borrowers can compare loans. Lenders are required by law to disclose a card account's APR. ^{Source: FDIC}
• Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
• Apparent owner: means a person whose name appears on the records of a holder as the person entitled to property held, issued or owing by the holder. See Arizona Laws 44-301
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
• Asset: means property of a debtor, but asset does not include any of the following:

  (a) Property to the extent it is encumbered by a valid lien. See Arizona Laws 44-1001

• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
• Business association: means any corporation, joint stock company, investment company, partnership, limited partnership, registered limited liability partnership, unincorporated association, joint venture, limited liability company, business trust, trust company, land bank, safe deposit company, safekeeping depository, financial organization, insurance company, mutual fund, utility or other business entity, whether for profit or not for profit, that consists of one or more persons. See Arizona Laws 44-301
• buyer: means a person who buys a motor vehicle from a retail seller, not for the purpose of resale, and who executes a retail installment contract in connection therewith. See Arizona Laws 44-281
• Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. See Arizona Laws 10-140
• Cash sale price: means the price stated in a retail installment contract for which the seller would have sold to the buyer, and the buyer would have bought from the seller, the motor vehicle that is the subject matter of the retail installment contract, if such sale had been a sale for cash instead of a retail installment transaction. See Arizona Laws 44-281
• Claim: means a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured. See Arizona Laws 44-1001
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• Corporation: includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Arizona Laws 10-3850
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Court: means the superior court of this state. See Arizona Laws 10-140
• Creditor: means a person who has a claim. See Arizona Laws 44-1001
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• De minimis property: means any account balances of business associations of fifty dollars or less payable to another business association. See Arizona Laws 44-301
• Debt: means liability on a claim. See Arizona Laws 44-1001
• Debtor: means a person who is liable on a claim. See Arizona Laws 44-1001
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Department: means the department of revenue. See Arizona Laws 44-301
• Director: means the director of the securities division of the commission. See Arizona Laws 44-1801
• Director: means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity. See Arizona Laws 10-3850
• Director: means the director of the department of revenue. See Arizona Laws 44-301
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Division: means the securities division of the commission. See Arizona Laws 44-1801
• Docket: A log containing brief entries of court proceedings.
• domestic corporation: means a corporation for profit that is not a foreign corporation and that is incorporated under or subject to chapters 1 through 17 of this title. See Arizona Laws 10-140
• Domicile: means the state of incorporation of a corporation and the state of the principal place of business of a holder other than a corporation. See Arizona Laws 44-301
• Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
• Entity: includes a corporation, foreign corporation, not for profit corporation, profit and not for profit unincorporated association, nonprofit corporation, close corporation, corporation sole or limited liability company, a professional corporation, association or limited liability company, a business trust, estate, partnership, registered limited liability partnership, trust or joint venture, two or more persons having a joint or common economic interest, any person other than an individual and a state, the United States and a foreign government. See Arizona Laws 10-140
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Escheat: Reversion of real or personal property to the state when 1) a person dies without leaving a will and has no heirs, or 2) when the property (such as a bank account) has been inactive for a certain period of time. ^{Source: OCC}
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Ex officio: Literally, by virtue of one's office.
• Expenses: include attorney fees and other costs and expenses reasonably related to a proceeding. See Arizona Laws 10-3850
• Federal Deposit Insurance Corporation: A government corporation that insures the deposits of all national and state banks that are members of the Federal Reserve System. ^{Source: OCC}
• Fiduciary: A trustee, executor, or administrator.
• Finance charge: The total cost of credit a customer must pay on a consumer loan, including interest. The Truth in Lending Act requires disclosure of the finance charge. ^{Source: OCC}
• Finance charge: means the amount agreed on between the buyer and the seller, as limited herein, which in determining the cost of the motor vehicle is added to the aggregate of the following: The cash sale price and the amount, if any, included for insurance and other benefits where a separate cost is assigned thereto. See Arizona Laws 44-281
• Financial organization: means a savings and loan association, building and loan association, savings bank, industrial bank, bank, banking organization or credit union. See Arizona Laws 44-301
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. ^{Source: OCC}
• Fraud: Intentional deception resulting in injury to another.
• Garnishment: Generally, garnishment is a court proceeding in which a creditor asks a court to order a third party who owes money to the debtor or otherwise holds assets belonging to the debtor to turn over to the creditor any of the debtor
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Grand jury: agreement providing that a lender will delay exercising its rights (in the case of a mortgage,
• Holder: means a person who is obligated to hold for the account of or deliver or pay to the owner property that is subject to this chapter. See Arizona Laws 44-301
• Improper means: includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy or espionage through electronic or other means. See Arizona Laws 44-401
• including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Individual: includes the estate of an incompetent or deceased individual. See Arizona Laws 10-140
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Insurance company: means an association, corporation or fraternal or mutual benefit society or organization, whether for profit or not for profit, that is engaged in the business of providing life endowments, annuities or insurance, including accident, burial, casualty, credit life, contract performance, dental, disability, fidelity, fire, health, hospitalization, illness, life, malpractice, marine, mortgage, surety, wage protection and workers' compensation insurance. See Arizona Laws 44-301
• Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
• Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. ^{Source: OCC}
• Issuer: means any person who issues or proposes to issue any security, except:

  (a) With respect to certificates of deposit, voting-trust certificates, collateral-trust certificates, certificates of interest or shares in an unincorporated investment trust, whether or not of the fixed, restricted management or unit type, issuer means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued. See Arizona Laws 44-1801

• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Lender: means a person whose name appears on the records of the museum as the person legally entitled to property held or owing by the museum. See Arizona Laws 44-351
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Liability: means the obligation to pay a judgment, settlement, penalty or fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding and includes obligations and expenses that have not yet been paid by the indemnified persons but that have been or may be incurred. See Arizona Laws 10-3850
• Lien: A claim against real or personal property in satisfaction of a debt.
• Lien: means a charge against or an interest in property to secure payment of a debt or performance of an obligation and includes a security interest created by agreement, a judicial lien obtained by legal or equitable process or proceedings, a common law lien or a statutory lien. See Arizona Laws 44-1001
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Member: means , without regard to what a person is called in the articles of incorporation or bylaws, any person or persons who, pursuant to a provision of a corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors. See Arizona Laws 10-3140
• Mineral: means gas, oil, coal, sand, gravel, road material, building stone, chemical raw material, gemstone, fissionable and nonfissionable ores, colloid and other clay, steam and other geothermal resource or any other substance defined as a mineral in sections 27-231 and 27-901. See Arizona Laws 44-301
• Mineral proceeds: means the amounts payable for the extraction, production or sale of minerals or, if those amounts are abandoned, all payments that become payable after the abandonment. See Arizona Laws 44-301
• Minimum finance charge: The minimum, or fixed, finance charge that will be imposed during a billing cycle. A minimum finance charge usually applies only when a finance charge is imposed, that is, when you carry over a balance. ^{Source: Federal Reserve}
• Misappropriation: means either:

  (a) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means. See Arizona Laws 44-401

• Money order: includes an express money order and a personal money order on which the remitter is the purchaser. See Arizona Laws 44-301
• Month: means a calendar month unless otherwise expressed. See Arizona Laws 1-215
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Motor vehicle: means any self-propelled device in or by which any person or property is or may be transported or drawn on a public highway, except:

  (a) Devices that move on or are guided by a track or travel through the air. See Arizona Laws 44-281

• Museum: means an organized and permanent nonprofit or public institution which is primarily educational, scientific, historic or aesthetic in purpose and which owns, borrows, cares for, studies, archives or exhibits property. See Arizona Laws 44-351
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Officer: means an individual who is or was an officer of a corporation or an individual who, while an officer of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity. See Arizona Laws 10-3850
• Official capacity: means if used with respect to a director, the office of director in a corporation and, if used with respect to an officer as contemplated in section 10-3856, the office in a corporation held by the officer. See Arizona Laws 10-3850
• on loan: includes all deposits of property with a museum which are not accompanied by a transfer of title to the property. See Arizona Laws 44-351
• Outside director: means a director who, when serving as a director, is not or was not a compensated officer, employee or member holding more than ten per cent of the voting power of the corporation or any affiliate of the corporation or an officer, employee or holder of more than ten per cent of the voting power of such a member or any affiliate of that member. See Arizona Laws 10-3850
• Owner: means a person who has a legal or equitable interest in property that is subject to this chapter or the person's legal representative. See Arizona Laws 44-301
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Party: includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. See Arizona Laws 10-3850
• Person: means an individual, corporation, partnership, association, joint stock company or trust, limited liability company, government or governmental subdivision or agency or any other unincorporated organization. See Arizona Laws 44-1801
• Person: means an individual, partnership, association, trust, corporation or other legal entity. See Arizona Laws 44-281
• Person: means an individual, partnership, corporation, association, organization, government or governmental subdivision or agency, business trust, estate, trust or any other legal or commercial entity. See Arizona Laws 44-1001
• Person: means an individual, business association, financial organization, estate, trust, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 44-301
• Person: means an individual, association, trust partnership, corporation or similar organization having a legal interest in property in the possession of a museum. See Arizona Laws 44-351
• Person: means a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency or any other legal or commercial entity. See Arizona Laws 44-401
• Person: includes an individual and entity. See Arizona Laws 10-140
• Personal property: All property that is not real property.
• Personal property: includes money, goods, chattels, things in action and evidences of debt. See Arizona Laws 1-215
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Probate: Proving a will
• Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. See Arizona Laws 10-3850
• Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
• Property: means anything that may be the subject of ownership. See Arizona Laws 44-1001
• Property: includes both real and personal property. See Arizona Laws 1-215
• Property: means tangible property pursuant to section 44-303 or a fixed and certain interest in intangible property that is held, issued or owed in the course of a holder's business or by a government, governmental subdivision, agency or instrumentality and all income or increments from that property. See Arizona Laws 44-301
• Property: means all tangible objects, animate and inanimate, under a museum's care which have intrinsic scientific, historic, artistic or cultural value. See Arizona Laws 44-351
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Record: means information that is inscribed on a tangible medium or that is stored in any electronic or other medium and that is retrievable in a perceivable form. See Arizona Laws 44-301
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
• Retail installment transaction: means any transaction evidenced by a retail installment contract entered into between a retail buyer and a retail seller wherein the retail buyer buys a motor vehicle from the retail seller at a cost payable in one or more deferred installments. See Arizona Laws 44-281
• sell: means a sale or any other disposition of a security or interest in a security for value and includes a contract to make such sale or disposition. See Arizona Laws 44-1801
• seller: means a person who sells a motor vehicle to a retail buyer for purposes other than resale under or subject to a retail installment contract. See Arizona Laws 44-281
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession that is subject to the jurisdiction of the United States. See Arizona Laws 44-301
• Statute: A law passed by a legislature.
• Subpoena: A command to a witness to appear and give testimony.
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Trade secret: means information, including a formula, pattern, compilation, program, device, method, technique or process, that both:

  (a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. See Arizona Laws 44-401

• Transfer: means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset and includes payment of money, release, lease and creation of a lien or other encumbrance. See Arizona Laws 44-1001
• Trustee: A person or institution holding and administering property in trust.
• United States: includes the District of Columbia and the territories. See Arizona Laws 1-215
• Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
• Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent on the happening of a condition or event that has not occurred at the time. See Arizona Laws 10-3140
• Wilfully: means , with respect to conduct or to a circumstance described by a statute defining an offense, that a person is aware or believes that the person's conduct is of that nature or that the circumstance exists. See Arizona Laws 1-215
• Writing: includes printing. See Arizona Laws 1-215
• written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140