Indemnity for Directors Sample Clauses

The Indemnity for Directors clause provides protection to company directors by requiring the company to cover certain losses, liabilities, or legal costs they may incur while performing their duties. Typically, this clause applies to situations where directors face lawsuits or claims arising from actions taken in good faith on behalf of the company, such as regulatory investigations or third-party claims. Its core function is to encourage qualified individuals to serve as directors by reducing their personal financial risk, thereby ensuring effective corporate governance.
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Indemnity for Directors. Subject to the limitations set forth in the laws of the jurisdiction governing the Purchaser or otherwise at law, and in addition to any existing provisions which may be contained in the Purchaser's organisation documents, the Purchaser shall to the fullest extent possible indemnify any director, alternate director, former director or former alternate director nominated by the Vendor and his heirs and other personal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him in a civil, criminal or administrative action or proceeding to which he was made a party by reason of being or having been a director or alternate director of the Purchaser nominated by the Vendor and any costs related thereto, including legal costs and disbursements on a solicitor and his own client basis, if: (a) he has acted honestly and in good faith with a view to the best interests of the Purchaser; and (b) in the case of any criminal or administrative action or proceeding, he had reasonable grounds for believing that his conduct was lawful. Nothing in this Section shall limit the right of any person entitled to claim any indemnity apart from the provisions of this Section. If under applicable law, any payment by the Purchaser under such indemnity requires the approval of any court, then the Purchaser at its own expense shall promptly take all necessary proceedings to obtain such approval.
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Indemnity for Directors. No director shall have any liability for any acts performed in his capacity as a director except for such acts knowingly in violation of laws or regulations or that constitute gross negligence and willful misconduct. The directors shall exercise their powers in good faith and within the scope of authority determined or delegated by the Board. The Joint Venture Company shall indemnify each director against any claims which may be brought against such director for acts performed in his capacity as director of the Joint Venture Company except for acts knowingly in violation of laws or regulations or that constitute gross negligence and willful misconduct.
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Indemnity for Directors. 14.1.1 Subject to the provisions of this Clause 14, the Partnership agrees to indemnify each of the Directors out of its own funds (or out of the proceeds of any insurance policy maintained by the Partnership in respect of such liabilities) against any expenses (including reasonable attorneys’ fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by such Director on or after the date of this Agreement as a result of such Director being made or threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director or is or was serving at the request of the Partnership as a director of another member of the SET Group. 14.1.2 Subject to the provisions of this Clause 14, the Partnership further agrees to indemnify each of the Directors in respect of out of pocket expenses reasonably incurred by such Director: (i) in the ordinary and proper discharge of such Director’s duties in relation to the conduct of the business of the Partnership; and (ii) in or about anything necessarily done for the preservation of the business or property of the Partnership. 14.1.3 This indemnity shall only extend to such costs and expenses incurred by the Director in relation to the matters in respect of which he is entitled to be indemnified in this Clause 14.1.
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Indemnity for Directors. Every Director shall be indemnified by the Company for any costs referred to in section 162(3) of the Act and any liability or costs referred to in section 162(4) of the Act.
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Related to Indemnity for Directors

  • Indemnification of the Company, Directors and Officers Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Basic Prospectus, any Preliminary Prospectus, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto), the Basic Prospectus, any Preliminary Prospectus, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto).

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Liability for directors, officers or employees You acknowledge and agree not to make any claim personally against any employee, director or officer arising out of the work and services provided under these Terms of Business. This clause does not in any way limit or affect our liability to you as set out below.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.