Indemnity of Directors and Officers. As required or permitted by the Act, the Corporation shall indemnify each Indemnified Person (as defined in this section) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, which that Indemnified Person reasonably incurs in respect of any civil, criminal or administrative, investigative or other proceeding to which that Indemnified Person is made a party by reason of being or having been a director or officer of the Corporation or of a body corporate or by reason of having acted in a similar capacity for an entity if:
Indemnity of Directors and Officers. Subject to the following, the Corporation must indemnify a director or officer of the Corporation, a former director or officer of the Corporation, a mandatary, or any other person who acts or acted at the Corporation’s request as a director or officer of another group, against all costs, charges and expenses reasonably incurred in the exercise of their functions, including an amount paid to settle an action or satisfy a judgment, or arising from any investigative or other proceeding in which the person is involved if:
Indemnity of Directors and Officers. Subject to the limitations contained in the Act, but without limiting the right of the Corporation to indemnify any individual under the Act or otherwise to the full extent permitted by law, the Corporation:
Indemnity of Directors and Officers. (a) The Corporation will, whenever required or permitted by the Act or otherwise by law, indemnify each Director, each officer of the Corporation, each former Director, each former officer of the Corporation and each individual who acts or acted at the Corporation's request as a Director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives (each an "Indemnitee") against all costs, charges and expenses, including, without limitation, each amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a Director or officer of the Corporation or such body corporate if:
Indemnity of Directors and Officers. Subject only to the limitations set forth in Clause 3, the Company hereby agrees to indemnify and hold harmless the Indemnitee in respect of and to pay on behalf of the Indemnitee all Expenses actually and reasonably incurred by the Indemnitee because of any claim or claims made against him in a Proceeding by reason of the fact that he is or was a Director of the Company and/or its affiliates.
Indemnity of Directors and Officers. 3.1 Subject to clause 11, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee was, is or becomes a party to or is threatened to be made a party to any actual, threatened, pending or completed Proceeding, including a Proceeding brought by or in the right of the Company, by reason of the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of a Group Company or is or was serving at the request of one of the Group Companies as a director, officer, employee, partner, member, manager, trustee, agent or fiduciary of any other company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise or by reason of anything done or not done by Indemnitee in any such capacity against any and all costs, liabilities, expenses (including attorneys’ retainers, fees and disbursements), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any such Proceeding (including, but not limited to, the investigation, defense, settlement or appeal thereof), and any local or foreign stamp duties or taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are actually paid or incurred by Indemnitee in connection with any such Proceeding (collectively “Liabilities and Expenses”).
Indemnity of Directors and Officers. The Association shall indemnify, hold harmless and defend any person, his or her heirs, assigns and legal representatives (collectively, the "Indemnitee") made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Association, against all costs and expenses, including without limitation attorneys' fees, actually and reasonably incurred by the Indemnitee, in connection with the defense of such action, suit or proceeding, or in connection with any appeal thereof or to enforce the indemnity rights contemplated hereby except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Indemnitee is guilty of gross negligence or willful misconduct in the performance of his or her duties. The Association shall also reimburse any such Indemnitee for the reasonable costs of settlement of or for any judgment rendered in any such action, suit or proceeding, unless it shall be adjudged in such action, suit or proceeding that such Indemnitee was guilty of gross negligence or willful misconduct. In making such findings and notwithstanding the adjudication in any action, suit or proceeding against an Indemnitee, no director or officer shall be considered or deemed to be guilty of or liable for gross negligence or willful misconduct in the performance of his or her duties where, acting in good faith, such director of or officer relied upon the books and records of the Association or statements or advice made by or prepared by any managing agent of the Association or any accountant, attorney or other person or firm employed or retained by the Association to render advice or service, unless such director or officer had actual knowledge of the falsity or incorrectness thereof; nor shall a director be deemed guilty of gross negligence or willful misconduct by virtue of the fact that he or she failed or neglected to attend any meetings of the Board of Directors of the Association. The costs and expenses incurred by any Indemnitee in defending any action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay the amount paid by the Association if it shall ultimately be determined that the Indemnitee is not entitled to indemnification or reimbursement as provided in this section 5:11 5.8.
Indemnity of Directors and Officers. Every Director, Managing Director, agent, auditor, Secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company, against any liability incurred by him in defending any proceedings whether civil or criminal in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 391 of the Act in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust. Xxxxx, Xxxxxxxxx and Occupations of Subscribers /s/ Xxx Xxxx Min ---------------------------------------- XXX XXXX MIN 00-X Xxxxxxxxxx Xxxx Xxxxxxxxx 000000 Advocate & Solicitor /s/ Xxxx Xxx Xxxx Xxx ---------------------------------------- XXXX XXX XXXX XXX Xxx 000X Xxxxxx Xxxx Xxxxxx 00 #00-000 Xxxxxxxxx 000000 Advocate & Solicitor Dated this 14th day of January, 2000 Witness to the above signatories: /s/ Xxxxx Xxx Xx Xxx ----------------------------- XXXXX XXX XX XXX Advocate & Solicitor 0 Xxxxxxxx Xxxx #18-00 AIA Tower Singapore 048542 EXHIBIT 1.19 Company Memorandum of Association THE COMPANIES ACT (CAP.50) PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF SB CHINA HOLDINGS PTE LTD 145. The name of the Company is "SB CHINA HOLDINGS PTE LTD".
Indemnity of Directors and Officers. The Company shall indemnify each Director, officer, agent or other Person to whom the Board delegates management authority for the Company to the maximum extent permitted under Section 4.04 of this Agreement.
Indemnity of Directors and Officers. The Company shall indemnify ----------------------------------- each director or former director and each officer or former officer of the Company to the fullest extent provided or permitted under the Georgia Act with respect to their duties arising out of or connected with their capacities as directors, officers, employees or agents of the Company.
