Common use of EXCULPATION OF DIRECTORS Clause in Contracts

EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the Company, Indemnitee shall not in that capacity be liable to the Company or its stockholders for monetary damages for an act or omission in Indemnitee’s capacity as a director, except that Indemnitee’s liability shall not be eliminated or limited for: (a) any breach of Indemnitee’s duty of loyalty to the Company or its stockholders; (b) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (c) a transaction from which Indemnitee derived an improper benefit; or (d) an act or omission for which the liability of Indemnitee is expressly provided for by statute.

Appears in 4 contracts

Samples: Resources Company (Pioneer Natural Resources Co), Indemnification Agreement (Accuro Healthcare Solutions, Inc.), Indemnification Agreement (Pioneer Natural Resources Co)

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EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the CompanyCorporation, Indemnitee he/she shall not in that capacity be liable to the Company Corporation or its stockholders shareholders for monetary damages for an act or omission in Indemnitee’s capacity as a director, except that Indemnitee’s liability shall not be eliminated or limited for: (a) any a breach of Indemnitee’s duty of loyalty to the Company Corporation or its stockholders; shareholders, (b) any acts an act or omissions omission not committed in good faith that constitutes a breach of duty owed by Indemnitee to the Corporation or which involve an act or omission that involves intentional misconduct or a knowing violation of the law; , (c) a transaction from which Indemnitee derived received an improper benefit; , whether or not the benefit resulted from an action taken within the scope of Indemnitee’s office, or (d) an act or omission for which the liability of Indemnitee is expressly provided for by statute.

Appears in 2 contracts

Samples: Indemnification Agreement (Capital Southwest Corp), Indemnification Agreement (Amerisafe Inc)

EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the Company, Indemnitee he shall not in that capacity be liable to the Company or its stockholders for monetary damages for an act or omission in Indemnitee’s 's s capacity as a director, except that Indemnitee’s 's s liability shall not be eliminated or limited for: (a) any breach of Indemnitee’s 's s duty of loyalty to the Company or its stockholders; (b) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (c) a transaction from which Indemnitee derived received an improper benefit, whether or not the benefit resulted from an action taken within the scope of Indemnitee's s office; or (d) an act or omission for which the liability of Indemnitee is expressly provided for by statute.

Appears in 1 contract

Samples: Indemnification Agreement (Pioneer Natural Resources Co)

EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the CompanyCorporation, Indemnitee he shall not in that capacity be liable to the Company Corporation or its stockholders shareholders for monetary damages for an act or omission in Indemnitee’s 's capacity as a director, except that Indemnitee’s 's liability shall not be eliminated or limited for: (a) any a breach of Indemnitee’s 's duty of loyalty to the Company Corporation or its stockholdersshareholders; (b) any acts an act or omissions omission not in good faith or which involve that involves intentional misconduct or a knowing violation of the law; (c) a transaction from which Indemnitee derived received an improper benefit, whether or not the benefit resulted from an action taken within the scope of Indemnitee's office; or (d) an act or omission for which the liability of Indemnitee is expressly provided for by statute.

Appears in 1 contract

Samples: Indemnification Agreement (Pioneer Natural Resources Co)

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EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the CompanyCorporation, Indemnitee he shall not in that capacity be liable to the Company Corporation or its stockholders for monetary damages for an act or omission in Indemnitee’s 's capacity as a director, except that Indemnitee’s 's liability shall not be eliminated or limited for: (a) any a breach of Indemnitee’s 's duty of loyalty to the Company Corporation or its stockholders; (b) any acts an act or omissions omission not in good faith or which involve that involves intentional misconduct or a knowing violation of the law; (c) a transaction from which Indemnitee derived received an improper benefit, whether or not the benefit resulted from an action taken within the scope of Indemnitee's office; or (d) an act or omission for which the liability of Indemnitee is expressly provided for by statute.

Appears in 1 contract

Samples: Indemnification Agreement (Pioneer Natural Resources Co)

EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the Company, Indemnitee he shall not in that capacity be liable to the Company or its stockholders for monetary damages for an act or omission in Indemnitee’s 's capacity as a director, except that Indemnitee’s 's liability shall not be eliminated or limited for: (a) any breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders; (b) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (c) a transaction from which Indemnitee derived received an improper benefit, whether or not the benefit resulted from an action taken within the scope of Indemnitee's office; or (d) an act or omission for which the liability of Indemnitee is expressly provided for by statute.

Appears in 1 contract

Samples: Indemnification Agreement (Pioneer Natural Resources Co)

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