Board Liability Sample Clauses

The Board Liability clause defines the extent to which members of a company's board of directors are held responsible for actions taken in their official capacity. Typically, this clause outlines the circumstances under which board members may be personally liable for decisions, such as cases involving gross negligence or willful misconduct, and may also specify indemnification provisions that protect directors from certain legal claims. Its core function is to clarify and limit the personal risk faced by board members, thereby encouraging qualified individuals to serve on the board without undue fear of personal financial exposure.
Board Liability. The Association shall indemnify and hold harmless against any and all claims, demands, suits, and other forms of liability for reasonable counsel fees, and other legal cost and expenses that may arise our of, or by reason of, any action taken or not taken by the employer in conformance with this provision.
Board Liability. The Board is not liable for sick days under this Agreement in excess of those actually contributed by participating members. The Board will not be liable in any one year for a total number of Sick Bank days in excess of two (2) times the total members in the Sick Bank.
Board Liability. The Board continues to recognize its liability to the Union for any undue failure or neglect on its part to implement any benefit plan agreed upon in writing between the Board and the Union.
Board Liability. The Employer recognizes its liability to the Union and employees for any undue failure or neglect on its part to implement any benefit plan agreed upon in writing between the Employer and the Union.
Board Liability. The Board, Members of the Board, officers of the Association, and the agents and employees of any (all of the above hereinafter referred to as the “Protected Parties), shall not be liable to the Lot Owners or any other person for any mistake of judgment or error or for any acts or omissions of any nature whatsoever in their respective positions, except for such acts or omissions found by a court of competent jurisdiction to have been made fraudulently or with gross negligence or criminal intent. The Lot Owners shall indemnify, hold harmless, protect and defend any and all of the Protected Parties against all claims, suits, losses, damages, costs and expenses, including, without limitation, attorney’s fees and amounts paid in reasonable settlement or compromise incurred in connection therewith. Each Lot Owner shall be entitled to a right of contribution from every other Lot Owner in respect of said indemnity to the end that, to the extent possible, the burden of any such indemnity shall be borne by the Lot Owners at the time the loss, cost, damage or expense is incurred in the proportion that the number of Lots in the subdivision owned by each respective Lot Owner bears to the total number of Lots in the subdivision at the time the loss, cost, damage or expense is incurred. The Board shall assess each Lot Owner for his share of the cost of such indemnification, and such assessment shall be collectible and enforceable in mode and manner as set forth in Article 7 hereof. To the extent possible the obligation of the Lot Owners for indemnification and the Board’s liability hereunder shall be insured by means of appropriate contractual endorsements to the comprehensive general liability insurance policies held from time to time by the Association.
Board Liability. The Board shall use its best judgment in voting the Shares, but shall not be liable for any vote cast, or consent given by them, in good faith, and in the absence of gross negligence. The Board may delegate any administrative duties, but may not delegate voting or other responsibilities requiring substantive decisions.

Related to Board Liability

  • Refund Liabilities 8.4.1 The State shall be liable for interest on refunds from the date the refund is credited to a State account until the date the refund is debited from the State account for program purposes. The State shall apply a $50,000 refund transaction threshold below which the State shall not incur or calculate interest liabilities on refunds. A transaction is defined as a single deposit. 8.4.2 For each refund, the State shall maintain information identifying: (1) date a refund is credited to a State account (2) date of the subsequent deposit of Federal funds against which the refund is offset

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • Indemnification and Liability To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,