Limit on Recovery from Company Directors and Officers Sample Clauses

Limit on Recovery from Company Directors and Officers. In any legal action commenced by St. Xxxx against the Company, any of its Post-closing Subsidiaries or the officers and/or directors of the Company or such Post-closing Subsidiaries, St. Xxxx will not recover from any officer or director of any of the Company or its Post-closing Subsidiaries any amount that is in excess of the amount the Company and/or such Post-closing Subsidiaries is able to indemnify such officer or director, other than in the circumstance where such indemnification of such officer or director by the Company and/or such Post-closing Subsidiaries is restricted due to such officer or director having engaged in fraud, intentional misconduct or criminal acts. St. Xxxx and the Company agree that the officers and directors of the Company and its Post-closing Subsidiaries are third party beneficiaries of the agreement set forth in this Section 10.03(b).
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Limit on Recovery from Company Directors and Officers. In any legal action commenced by ACE against the Company, any of its Post-Closing Subsidiaries or the officers and/or directors of the Company or such Post-Closing Subsidiaries, ACE will not recover from any officer or director of the Company or its Post-Closing Subsidiaries any amount that is in excess of the amount the Company and/or such Post-Closing Subsidiaries are able to indemnify such officer or director, other than in the circumstance where such indemnification of such officer or director by the Company and/or such Post-Closing Subsidiaries is restricted due to such officer or director having engaged in fraud, intentional misconduct or criminal acts. ACE and the Company agree that the officers and directors of the Company and its Post-Closing Subsidiaries are third party beneficiaries of the agreement set forth in this Section 10.16.
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Limit on Recovery from Company Directors and Officers. In any legal action commenced by Westaim against the Company, any of its Post-Closing Subsidiaries or the officers and directors of the Company or such Post-Closing Subsidiaries, Westaim will not recover from any officer or director of the Company or its Post-Closing Subsidiaries any amount that is in excess of the amount the Company or such Post-Closing Subsidiaries are able to indemnify such officer or director, other than in the circumstance where such indemnification of such officer or director by the Company or such Post-Closing Subsidiaries is restricted due to such officer or director having engaged in fraud, intentional misconduct or criminal acts. Westaim and the Company agree that the officers and directors of the Company and its Post-Closing Subsidiaries are third party beneficiaries of the agreement set forth in this Section 8.16.
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Limit on Recovery from Company Directors and Officers. In any legal action commenced by St. Paul against the Company, any of its Post-Closing Subsidiaries or the officers and/or directors of the Company or such Post-Closing Subsidiaries, St. Paul will not recover from any officer or director of any of the Company or its Post-Closing Subsidiaries any amount that is in excess of the amount the Company and/or such Post-Closing Subsidiaries is able to indemnify such officer or director, other than in the circumstance where such indemnification of such officer or director by the Company and/or such Post-Closing Subsidiaries is restricted due to such officer or director having engaged in fraud, intentional misconduct or criminal acts. St. Paul and the Company agree that the officers and directors of the Company and its Post-Closing Subsidiaries are third party beneficiaries of the agreement set forth in this Section 13.15.
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Limit on Recovery from Company Directors and Officers. In any legal action commenced by St. Xxxx against the Company or any of its Post-closing Subsidiaries, St. Xxxx xxx not recover from any officers or directors of any of the Company or its Post-closing Subsidiaries any amount that is greater than the amount for which the Company or such Post-closing Subsidiary, as the case may be, indemnifies such officers or directors, except that this limitation on recovery does not apply in the event the indemnification of such officers or directors by the Company or such Post-closing Subsidiary, as the case may be, is restricted because such officers or directors have engaged in fraud, intentional misconduct or criminal acts. St. Xxxx and the Company agree that the officers and directors of the Company and its Post-closing Subsidiaries are third party beneficiaries of the agreement set forth in this Section 10.03(b).
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Related to Limit on Recovery from Company Directors and Officers

  • 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.

  • 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.

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

  • 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.

  • Directors and Officers Liability Insurance 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

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