Indemnity of Officers. Subject to the provisions of the Companies Acts, the Company may indemnify any Director or other officer against any liability and may purchase and maintain for any Director or other officer or auditor insurance against any liability. Subject to these provisions, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director or other officer of the Company shall be indemnified, and if the Directors so determine an auditor may be indemnified, out of the assets of the Company against any liability incurred by him as a Director or other officer of the Company, or as auditor, in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.’ That the Articles of Association of the Company be and are hereby altered by deleting Article 127 and substituting therefor the following:–
Indemnity of Officers. At the discretion of the Member, the Company may, to the fullest extent permitted by law, indemnify, defend and hold harmless any Person (or the estate of any Person) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether, civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was an officer of the Company from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of arty such Person against any liability which may be asserted against such Person.
Indemnity of Officers. No Officer of the Company shall be liable, responsible or accountable for damages or otherwise to the Members or the Company for any acts taken or performed or for any omission to act, if such conduct does not constitute willful misconduct or recklessness. In any threatened, pending or completed action, suit or investigation in which any Officer of the Company was or is a party by virtue of his status as an Officer of the Company, the Company shall, solely from Company assets, indemnify the Officer of the Company against judgments, settlements, penalties, fines or expenses, including attorneys' fees, incurred by him in connection therewith, so long as his action or failure to act does not constitute willful misconduct, recklessness, a breach of loyalty, lack of good faith, intentional misconduct, knowing violation of law, or transaction from which he derived an improper personal benefit. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all other rights and remedies to which the Officer shall be entitled, whether pursuant to some other provision of this Agreement, at law or in equity.
Indemnity of Officers. The Company shall indemnify the Officer(s) from and against any claim by any third party seeking monetary damages against any such Officer arising out of such Officer(s)’ performance of his/her duties in good faith in accordance with this Operating Agreement and Ordinance No. 2000-08.
Indemnity of Officers. Each Officer shall be indemnified by the Company under the following circumstances and in the manner and to the extent indicated:
Indemnity of Officers. Subject to the provisions of any relevant legislation, each of our directors and other officers (excluding an auditor) may be entitled to be indemnified by us against all liabilities incurred by him in the execution and discharge of his duties or in relation to those duties. The Companies Act renders void an indemnity for a director against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director.
Indemnity of Officers. Subject to the provisions of the Act, the company may indemnify any director or other officer against any liability and may purchase and maintain for any director or other officer or auditor insurance against any liability. Subject to those provisions, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director or other officer of the company shall be indemnified, and if the board so determines an auditor may be indemnified, out of the assets of the company against any liability incurred by him as a director or other officer of the company, or as auditor, in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted or in connection with any application under the Act in which relief is granted to him by the court. For the purposes of this article no person appointed or employed by the company as an auditor is an officer of the company. SCHEDULE 34
Indemnity of Officers. Subject to the provisions of the Act, the company may indemnify any director or other officer against any liability and may purchase and maintain for any director or other officer or auditor insurance against any liability. Subject to those provisions, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director or other officer of the company shall be indemnified, and if the board so determines an auditor may be indemnified, out of the assets of the company against any liability incurred by him as a director or other officer of the company, or as auditor, in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted or in connection with any application under the Act in which relief is granted to him by the court. For the purposes of this article no person appointed or employed by the company as an auditor is an officer of the company. ANNEX 4 Form of Poolserco Business Plan SCHEDULE 35 GOAL
Indemnity of Officers. Each Regional Council Member (whether past or present) is indemnified by the Regional Council in respect of:
Indemnity of Officers. The Company shall indemnify the Manager(s) from and against any claim by any third party seeking monetary damages against such Manager arising out of such Manager(s)’ performance of his/her duties in good faith in accordance with this Operating Agreement and the Pennsylvania Act.
