Common use of EXCULPATION OF DIRECTORS Clause in Contracts

EXCULPATION OF DIRECTORS. If Indemnitee is a director of the Corporation, Indemnitee shall, in Indemnitee’s capacity as a director of the Corporation, not be liable to the Corporation or its 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) a breach of Indemnitee’s duty of loyalty to the Corporation or its shareholders; (b) an act or omission not in good faith that constitutes a breach of duty of a director to the Corporation or that involves intentional misconduct or a knowing violation of the law; (c) a transaction from which Indemnitee 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 (Consolidated Graphics Inc /Tx/), Indemnification Agreement (Consolidated Graphics Inc /Tx/)

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EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the Corporation, Indemnitee shall, he shall not in Indemnitee’s that capacity as a director of the Corporation, not be liable to the Corporation or its 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) a breach of Indemnitee’s 's duty of loyalty to the Corporation or its shareholders; (b) an act or omission not in good faith that constitutes a breach of duty of a the director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (c) a transaction from which Indemnitee 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. Notwithstanding any of the foregoing, the Indemnitee shall be exculpated from liability to the fullest extent permissible by applicable law as in effect from time to time.

Appears in 2 contracts

Samples: Indemnity Agreement (Kinetic Concepts Inc /Tx/), Indemnification Agreement (Gexa Corp)

EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the Corporation, Indemnitee shall, he shall not in Indemnitee’s that capacity as a director of the Corporation, not be liable to the Corporation or its 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) a breach of Indemnitee’s 's duty of loyalty to the Corporation or its shareholders; (b) an act or omission not in good faith that constitutes a breach of duty of a the director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (c) a transaction from which Indemnitee 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 2 contracts

Samples: Indemnification Agreement (Carrizo Oil & Gas Inc), Indemnification Agreement (Carrizo Oil & Gas Inc)

EXCULPATION OF DIRECTORS. If Indemnitee is a director of the Corporation, Indemnitee shall, in Indemnitee’s capacity as a director of the Corporation, not be liable to the Corporation or its 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) a breach of Indemnitee’s duty of loyalty to the Corporation or its shareholders; (b) an act or omission not in good faith that constitutes a breach of duty of a director to the Corporation or that involves intentional misconduct or a knowing violation of the law; (c) a transaction from which Indemnitee 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 an applicable statute.

Appears in 1 contract

Samples: Indemnification Agreement (Egl Inc)

EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the Corporation, Indemnitee shall, he/she shall not in Indemnitee’s that capacity as a director of the Corporation, not be liable to the Corporation or its 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) a breach of Indemnitee’s 's duty of loyalty to the Corporation or its shareholders; , (b) an act or omission not in good faith that constitutes a breach of duty of a director Indemnitee to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; , (c) a transaction from which Indemnitee 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 (Amerisafe Inc)

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EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the Corporation, Indemnitee shall, he/she shall not in Indemnitee’s that capacity as a director of the Corporation, not be liable to the Corporation or its 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) a breach of Indemnitee’s duty of loyalty to the Corporation or its shareholders; , (b) an act or omission not in good faith that constitutes a breach of duty of a director Indemnitee to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; , (c) a transaction from which Indemnitee 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 (Peerless Manufacturing Co)

EXCULPATION OF DIRECTORS. If Indemnitee is or was a director of the Corporation, Indemnitee shall, shall not in Indemnitee’s that capacity as a director of the Corporation, not be liable to the Corporation or its 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) a breach of Indemnitee’s duty of loyalty to the Corporation or its shareholders; (b) an act or omission not in good faith that constitutes a breach of duty of a the director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (c) a transaction from which Indemnitee 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 (Carrizo Oil & Gas Inc)

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