Limitation of Liability Sample Clauses

Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or on behalf limit the liability of a director (a) for any breach of the stockholders directors duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the CorporationDelaware General Corporation Law; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (d) for any transaction from which the director or officer derived an improper personal benefit. Any repeal or modification of this Article 5.3 shall be prospective only and shall not adversely affect any right or protection of, or a knowing violation any limitation of the criminal law or of any federal or state securities lawliability of, including, without limitation, any claim of unlawful insider trading or the manipulation a director of the market for any securityCorporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an A director, officer or director in any proceeding brought by or in the right employee of the Corporation Bank shall not be personally liable to the Bank or brought by its stockholders in connection with any acts or on behalf of the stockholders of the Corporationomissions taken in his or her capacity as a director, officer or employee; provided, however, that this elimination of liability the foregoing shall not be applicable if eliminate or limit the liability of a director, officer or director engaged employee (a) for the breach of the individuals duty of loyalty to the Bank or its stockholders; (b) for any acts or omissions not in willful misconduct, good faith or which involved intentional misconduct or a knowing violation of law; or (c) for any transaction from which the director or officer individual derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.
Appears in 6 contracts
Limitation of Liability. No monetary damages Indemnitee shall not be personally liable to the Company or monetary liability any of any kind may be assessed against an officer its subsidiaries or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of to the stockholders of the CorporationCompany or any such subsidiary for monetary damages for breach of fiduciary duty as a director of the Company or any such subsidiary; provided, however, that this elimination of liability the foregoing shall not be applicable if eliminate or limit the officer liability of the Indemnitee (i) for any breach of the Indemnitee's duty of loyalty to the Company or director engaged such subsidiary or the stockholders thereof; (ii) for acts or omissions not in willful misconduct, a transaction from good faith or which the director or officer derived an improper personal benefit, involve intentional misconduct or a knowing violation of the criminal law; (iii) under Section 174 of the DGCL or any similar provision of other applicable corporations law; or (iv) for any transaction from which the Indemnitee derived an improper personal benefit. If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of any federal or state securities lawthe personal liability of directors, includingthen the liability of the Indemnitee shall, automatically, without limitationany further action, any claim of unlawful insider trading be eliminated or limited to the manipulation of fullest extent permitted by the market for any securityDGCL or such other applicable law as so amended.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability The Manager shall not be applicable if liable for, and the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefitCompany shall not take, or a knowing violation permit to be taken, any action against the Manager to hold the Manager liable for, any error of the criminal judgment or mistake of law or of for any federal loss suffered by the Company or state securities law, its Subsidiaries (including, without limitation, any claim of unlawful insider trading or the manipulation by reason of the market for purchase, sale or retention of any security) in connection with the performance of the Managers duties under this Agreement, except for a loss resulting from gross negligence, willful misconduct, bad faith or reckless disregard on the part of the Manager in the performance of its duties and obligations under this Agreement, or its fraudulent or dishonest acts with respect to the Company or any of its Subsidiaries.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by If Indemnitee is, has been or in the right future becomes a director of either of the Corporation Companies or brought by any of their subsidiaries, Indemnitee shall not be personally liable to either of the Companies or on behalf of any such subsidiary or to the stockholders of either of the CorporationCompanies or any such subsidiary for monetary damages for breach of fiduciary duty as a director; provided, however, provided that this elimination of liability the foregoing shall not be applicable if eliminate or limit the officer liability of the Indemnitee (i) for any breach of the Indemnitees duty of loyalty to a Company or director engaged such a subsidiary or the stockholders thereof; (ii) for acts or omissions not in willful misconduct, a transaction from good faith or which the director or officer derived an improper personal benefit, involve intentional misconduct or a knowing violation of the criminal law; (iii) under Section 174 of the DGCL or any similar provision of other applicable corporations law; or (iv) for any transaction from which the Indemnitee derived an improper personal benefit. If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of any federal the personal liability of directors or state securities lawofficers, includingthen the liability of the Indemnitee shall, automatically, without limitationany further action, any claim of unlawful insider trading be eliminated or limited to the manipulation of fullest extent permitted by the market for any securityDGCL or such other applicable law as so amended.
Limitation of Liability. No monetary The General Partner is not personally liable for the return of any Capital Contribution made by a Limited Partner to the Partnership. Moreover, notwithstanding anything else contained in this Agreement, neither the General Partner nor its officers, directors, shareholders, employees or agents are or will be liable, responsible for or accountable in damages or monetary liability of any kind may be assessed against otherwise to the Partnership or a Limited Partner for an officer action taken or director in any proceeding brought by or in the right of the Corporation or brought by or failure to act on behalf of the stockholders Partnership unless the General Partners act or omission (a) was outside the scope of the Corporation; providedauthority conferred on the General Partner by this Agreement or by Law, however, that this elimination of liability shall not be applicable if the officer or director engaged (b) was in willful misconduct, a transaction from which the director or officer derived an improper personal benefitbreach of, or a knowing violation was performed or omitted by actual fraud or in bad faith or constituted gross negligence, willful or reckless disregard of the criminal law General Partners obligations under, this Agreement or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation (c) was in breach of the market for any securityGeneral Partners fiduciary duty under Section 7.18(c).
Limitation of Liability. No monetary damages Indemnitee shall not be personally liable to the Company or monetary liability any of any kind may be assessed against an officer its subsidiaries or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of to the stockholders of the CorporationCompany or any such subsidiary for monetary damages for breach of fiduciary duty as a director of the Company or any such subsidiary; provided, however, that this elimination of liability the foregoing shall not be applicable if eliminate or limit the officer liability of the Indemnitee (i) for any breach of the Indemnitees duty of loyalty to the Company or director engaged such subsidiary or the stockholders thereof; (ii) for acts or omissions not in willful misconduct, a transaction from good faith or which the director or officer derived an improper personal benefit, involve intentional misconduct or a knowing violation of the criminal law; (iii) under Section 174 of the DGCL or any similar provision of other applicable corporations law; or (iv) for any transaction from which the Indemnitee derived an improper personal benefit. If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of any federal the personal liability of directors or state securities lawofficers, includingthen the liability of the Indemnitee shall, automatically, without limitationany further action, any claim of unlawful insider trading be eliminated or limited to the manipulation of fullest extent permitted by the market for any securityDGCL or such other applicable law as so amended.
Limitation of Liability. To the maximum extent permitted under the Act and other applicable law, no Member or Director of this Company shall be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member or Director or both. No Director of this Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Director; provided that this provision shall not eliminate or monetary limit the liability of a Director for any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf following: (i) receipt of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from an improper financial benefit to which the director Director is not entitled; (ii) intentional infliction of harm on the Company or officer derived an improper personal benefit, the Members; (iii) liability for receipt or a knowing payment of distributions in violation of the criminal law or articles of any federal or state securities laworganization, including, without limitation, any claim of unlawful insider trading this Agreement or the manipulation Act; or (iv) an intentional violation of the market for any securitycriminal law.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or A director in any proceeding brought by or in the right of the Corporation shall not be personally liable for monetary damages as such for any action taken, or brought by any failure to take any action, unless (a) the director has breached or on behalf failed to perform the duties of his office under Section 1712 of the stockholders of Pennsylvania Business Corporation Law, as such law may be amended from time to time and (b) the Corporationbreach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this elimination of liability Section shall not be applicable if apply to the officer responsibility or liability of a director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the pursuant to any criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading statute or the manipulation liability of a director for the market for any securitypayment of taxes pursuant to local, state or federal law.
Appears in 3 contracts
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or A director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if personally liable to the officer Corporation or director engaged its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the directors duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in willful misconductgood faith or which involve intentional misconduct or a knowing violation of law, a (c) under Section 174 of the DGCL or (d) for any transaction from which the director or officer derived an improper personal benefit, . If the DGCL is amended to authorize the further elimination or a knowing violation limitation of the criminal law liability of directors, then the liability of directors is eliminated or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or limited to the manipulation of the market for any securityfull extent authorized.
Limitation of Liability. No monetary damages Indemnitee shall not be personally liable to the Company or monetary liability any of any kind may be assessed against an officer its subsidiaries or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of to the stockholders of the CorporationCompany or any such subsidiary for monetary damages for breach of fiduciary duty as a director of the Company or any such subsidiary; provided, however, that this elimination of liability the foregoing shall not be applicable if eliminate or limit the officer liability of Indemnitee (i) for any breach of Indemnitees duty of loyalty to the Company or director engaged such subsidiary or the stockholders thereof; (ii) for acts or omissions not in willful misconduct, a transaction from good faith or which the director or officer derived an improper personal benefit, involve intentional misconduct or a knowing violation of the criminal law; (iii) under Section 174 of the DGCL or any similar provision of other applicable corporations law; or (iv) for any transaction from which Indemnitee derived an improper personal benefit. If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of any federal or state securities lawthe personal liability of directors, includingthen the liability of Indemnitee shall, automatically, without limitationany further action, any claim of unlawful insider trading be eliminated or limited to the manipulation of fullest extent permitted by the market for any securityDGCL or such other applicable law as so amended.
Limitation of Liability. No monetary damages or monetary To the fullest extent that limitations on the liability of any kind may be assessed against an directors and officers are permitted by the MGCL, no Director or officer or director in any proceeding brought by or in the right of the Corporation shall have any liability to the Corporation or brought by the Stockholders for money or other damages. This limitation on behalf liability applies to events occurring at the time a person serves as a Director or officer of the stockholders of the Corporation; provided, however, that this elimination of liability shall Corporation whether or not be applicable if the officer or director engaged in willful misconduct, such person is a transaction from which the director Director or officer derived an improper personal benefit, or a knowing violation of at the criminal law or time of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityproceeding in which liability is asserted.
Limitation of Liability. No monetary damages The Managers and officers of the Company will not be liable to the Company or monetary liability the Member for breach of any kind may be assessed against an officer fiduciary duty or director in any proceeding brought by or in duty under the right Act except personal liability for: (a) the breach of the Corporation duty of loyalty to the Company or brought the Member; (b) acts or omissions by such Manager or on behalf officer which are not in good faith, involve intentional misconduct or involve a knowing violation of the stockholders of the Corporationlaw; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (c) any transaction from for which the director such Manager or officer derived an improper personal benefit. No Manager or officer of the Company shall be personally liable under any judgment of a court, or a knowing violation in any other manner, for any debt, expense, obligation or liability of the criminal law Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of any federal being a Manager or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation officer of the market for any securityCompany. No repeal or amendment of this Section 3.6 shall be deemed to limit or otherwise affect the applicability of this Section 3.6 to acts taken before such amendment or repeal.
Limitation of Liability. No monetary damages To the maximum extent permitted under the Act in effect from time to time, none of (A) the General Partner, or monetary any of its Affiliates or any director, officer, shareholder, partner, member, employee, trustee, representative or agent of the General Partner or any of its Affiliates; (B) the Parent REIT, the Subsidiary REIT, the Fund Partnership, the Feeder Partnerships or any of their respective Affiliates or any director, officer, shareholder, partner, member, employee, trustee, representative or agent of the Parent REIT, the Subsidiary REIT, the Fund Partnership, the Feeder Partnerships or any of such Affiliates, including the Fund General Partners, or (C) any member of the Advisory Council (each, an Exculpated Person and collectively, the Exculpated Persons) shall be liable to the Partnership or to any Partner for (i) any act or omission performed or failed to be performed by such Exculpated Person, or for any losses, claims, costs, damages, or liabilities arising from any such act or omission, except in the case of Persons listed in Clauses (A) and (B) above to the extent such loss, claim, cost damage or liability results from (a) a breach of the duty expressly imposed on the General Partner by Section 11.1 hereof, if applicable, or other material breach of this Agreement, (b) gross negligence, intentional misconduct or a knowing violation of law by such Exculpated Person, or (c) any transaction for which the such Exculpated Person received a benefit in violation or breach of any kind may be assessed against an officer or director provision of this Agreement (all items in (a) through (c), collectively, Disabling Conduct), (ii) any proceeding brought by or tax liability imposed on the Partnership, unless, in the right case of Persons listed in Clauses (A) and (B) above, such tax liability results from Disabling Conduct, or (iii) any losses due to the fraud, willful misconduct or gross negligence of any agents of the Corporation Partnership, as long as such persons are selected and monitored in a manner consistent with the duty set forth in Section 11.1. Without limiting the generality of the foregoing, each Exculpated Person shall, in the performance of his, her or brought its duties, be fully protected in relying in good faith upon the records of the Fund and upon information, opinions, reports or statements presented to such Person by any of the Fund General Partners or by any other Person as to matters such Person reasonably believes are within such other Persons professional or expert competence and who has been selected with reasonable care by or on behalf of the stockholders Fund, any of the Corporation; provided, however, that Fund General Partners or their respective Affiliates. Any termination of this elimination of liability Agreement or amendment to this Section 11.3 shall not be applicable if adversely affect any right or protection of an Exculpated Person existing at the officer time of such termination or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityamendment.
Limitation of Liability. No monetary damages To the fullest extent permitted by the Nevada Revised Statutes, as the same exist or monetary liability of any kind may hereafter be assessed against an amended, a director or officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if liable to the officer Corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director engaged in willful misconductor officer, unless it is proven that his act or failure to act constituted a transaction from which the breach of his fiduciary duties as a director or officer derived an improper personal benefitand his breach of those duties involved intentional misconduct, fraud, or a knowing violation of the criminal law law. No repeal, amendment, or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any federal act or state securities law, including, without limitation, any claim omission of unlawful insider trading a director or the manipulation officer of the market for any securityCorporation occurring prior to such repeal, amendment, or modification.
Limitation of Liability. No monetary damages Administrative Agent and its respective officers, directors, employees, agents, attorneys-in-fact and affiliates shall not: (a) be liable for any action taken or monetary liability omitted to be taken by any of such Persons or for any error in judgment under or in connection with this Agreement, the Notes and the Security Documents, except for any such Persons gross negligence or willful misconduct; or (b) be responsible in any manner to any Holder or any other Person for any failure of any kind may be assessed against an officer or director other party to perform its obligations under this Agreement, the Notes and the Security Documents. Nothing in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; providedthis Article XI, however, that this elimination shall be deemed to limit or restrict any liability, fiduciary duty or responsibility of liability shall not be applicable if TAMCO in any capacity other than as Administrative Agent, including any liability, fiduciary duty or responsibility under the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityTCW Governing Documents.
Limitation of Liability. No monetary Member, Governor, officer, or other employee of the Company shall be liable, responsible or accountable in damages or monetary liability otherwise to the Company, or to any Member, or to any other third person for any failure to act or for any acts performed, where such persons failure to act or such action was in good faith and such person believed such action or failure to act was in the best interests of any kind may be assessed against an the Company. Except as expressly provided in the LLC Act, no Member, Governor, officer or director in any proceeding brought by or in the right other employee of the Corporation Company shall be obligated personally for any debts, obligations, or brought by or on behalf liabilities of the stockholders Company (whether arising in contract, tort or otherwise) solely by reason of being a Member or officer of the Corporation; provided, however, that this elimination Company or serving on its Board of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityGovernors.
Limitation of Liability. To the maximum extent permitted under the Act and other applicable law, no Member or Manager of this Company shall be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member or Manager or both. No Manager of this Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Manager; provided that this provision shall not eliminate or monetary limit the liability of a Manager for any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf following: (i) receipt of an improper financial benefit to which the Manager is not entitled; (ii) liability for receipt of distributions in violation of the stockholders articles of organization, this Agreement or the CorporationAct; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or (iii) a knowing violation of the criminal law law; or of any federal (iv) acts or state securities lawomissions constituting willful misconduct, includingrecklessness, without limitation, any claim of unlawful insider trading fraud or the manipulation of the market for any securitybad faith.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or on behalf limit the liability of a director (a) for any breach of the stockholders directors duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the CorporationDelaware General Corporation Law; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (d) for any transaction from which the director or officer derived an improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this Article 5.3 shall be prospective only and shall not adversely affect any right or protection of, or any limitation on the liability of, a knowing violation director of the criminal law Corporation existing at, or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation arising out of the market for facts or incidents occurring prior to, the effective date of such repeal or modification. For purposes of this Article 5.3, fiduciary duty as a director also shall include any securityfiduciary duty arising out of serving at the Corporations request as a director of another corporation, partnership, limited liability company, joint venture or other enterprise, and liable to the Corporation or its stockholders also shall include any liability to such other corporation, partnership, limited liability company, joint venture, trust or other enterprise, and any liability to the Corporation in its capacity as a security holder, joint venturer, partner, member, beneficiary, creditor or investor of or in any such other corporation, partnership, limited liability company, joint venture, trust or other enterprise.
Limitation of Liability. No monetary Notwithstanding any other provision to the contrary contained in this Agreement, no manager (as such term is defined in Section 18-402 of the Act) or member of the Board of Directors shall be liable, responsible, or accountable in damages or monetary liability otherwise to the Company or to the Member or assignee of the Member for any loss, damage, cost, liability, or expense incurred by reason of or caused by any act or omission performed or omitted by such manager or such member of the Board of Directors, whether alleged to be based upon or arising from errors in judgment, negligence, or breach of duty (including alleged breach of any kind may be assessed against an officer duty of care or director in any proceeding brought by duty of loyalty or in other fiduciary duty), except for (i) acts or omissions the right manager or the member of the Corporation or brought by or on behalf Board of Directors knew at the time of the stockholders acts or omissions were clearly in conflict with the interest of the Corporation; providedCompany, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (ii) any transaction from which the director manager or officer member of the Board of Directors derived an improper personal benefitbenefit vis-a-vis the Company or the Member, (iii) a willful breach of this Agreement or (iv) gross negligence, willful misconduct, or a knowing violation of law. Without limiting the criminal law foregoing, to the fullest extent permitted by law, no manager or member of the Board of Directors shall in any event be liable for (A) the failure to take any action not specifically required to be taken by the manager or the Board of Directors under the terms of this Agreement, (B) any action or omission taken or suffered by any other manager or member of the Board of Directors nor (C) any mistake, misconduct, negligence, dishonesty or bad faith on the part of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation agent of the market for any securityCompany appointed in good faith by the Board of Directors.
Limitation of Liability. No monetary damages Notwithstanding Section 7(a), the Company shall not indemnify any Manager, or monetary liability of any kind may be assessed against an member, director, officer or director other employee thereof, for liability imposed or expenses incurred in connection with any proceeding brought by or in the right claim arising out of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law Securities Act, or of any other federal or state securities law, includingwith respect to the offer and sale of Shares of the Company. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, without limitationand for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action, (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim of unlawful insider trading involving allegations that the Securities Act was violated) or the manipulation applicable state authority (as to any claim involving allegations that the applicable state's securities laws were violated) or (iii) in the opinion of counsel for the market for any securityCompany, the right to indemnification has been settled by controlling precedent.
Limitation of Liability. No monetary To the fullest extent permitted by Law, no claim may be made by the Borrowers against the Bank or any affiliate, director, officer, employee, attorney or agent of the Bank for any special, incidental, consequential or punitive damages or monetary liability in respect of any kind may be assessed against an officer claim arising from or director relating to this Agreement or any other Loan Document or any statement, course of conduct, act, omission or event occurring in connection herewith or therewith (whether for breach of contract, tort or any proceeding brought by other theory of liability). The Borrowers hereby waive, release and agree not to sue upon any claim for any such damages, whether such claim presently exists or arises hereafter and whether or not such claim is known or is suspected to exist in the right its favor. This Section 8.19 shall not limit any rights of the Corporation or brought Borrowers arising solely out of willful misconduct as finally determined by or on behalf a court of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securitycompetent jurisdiction.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right Director of the Corporation shall be personally liable to the Corporation or brought by or on behalf its shareholders for monetary damages for breach of the stockholders fiduciary duty as a Director notwithstanding any provision of the Corporationlaw imposing such liability; provided, however, that this elimination of liability Article XIII shall not be applicable if eliminate or limit any liability of a Director (a) for any breach of the officer Directors duty of loyalty to the Corporation or director engaged its shareholders, (b) for acts or omissions not in willful misconductgood faith or which involve intentional misconduct or a knowing violation of law, a (c) for improper distributions under Section 6.40 of Chapter 156D of the Massachusetts General Laws or (d) with respect to any transaction from which the director or officer Director derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.
Appears in 1 contract
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability A Director shall not be applicable liable to the Company or the Members for any action taken in managing the business or affairs of the Company if he or she performs the officer duty of his or director engaged her office in willful misconductcompliance with the standard contained in Section 5.11. No Director has guaranteed nor shall have any obligation with respect to the return of a Members Capital Contribution or share of income from the operation of the Company. Furthermore, a transaction no Director shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member except loss or damage resulting from which the director gross negligence or officer derived an improper personal benefit, intentional misconduct or a knowing violation of the criminal law or of any federal a transaction for which such Director received a personal benefit in violation or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation breach of the market for any securityprovisions of this Agreement.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.. Freddie Mac Bylaws October 9, 2009 Page 29
Limitation of Liability. No monetary damages Subject to the following, a director or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if personally liable to the officer Corporation or director engaged in willful misconduct, its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. The preceding sentence shall not relieve a transaction from which the director or officer derived from liability for any breach of duty based upon an act or omission (i) in breach of such person's duty of loyalty to the Corporation or its shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal benefit. If the New Jersey Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer or both of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act as so amended. Any amendment to this Certificate of Incorporation, or change in law which authorizes this paragraph, shall not adversely affect any then existing right or protection of a knowing violation director or officer of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityCorporation.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be personally liable to the Corporation or brought by or on behalf any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the stockholders director's duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the CorporationDGCL; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (d) for any transaction from which the director or officer derived an improper personal benefit, . Any repeal or modification of this Section 5.3 shall not adversely affect any right or protection of a knowing violation director of the criminal law Corporation existing at the time of such repeal or of any federal modification with respect to acts or state securities law, including, without limitation, any claim of unlawful insider trading omissions occurring prior to such repeal or the manipulation of the market for any securitymodification.
Limitation of Liability. No monetary damages director or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be personally liable to the Corporation or brought by any of its stockholders for damages for breach of fiduciary duty as a director or on behalf officer involving any act of the stockholders omission of the Corporationany such director or officer; provided, however, that this elimination of liability the foregoing provision shall not be applicable if eliminate or limit the liability of a director or officer (i) for breach of their duty of loyalty; (ii) for acts or director engaged in willful omissions which involve intentional misconduct, fraud or a knowing violation of the law; (iii) for the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes; or (iv) for any transaction from which the such director or officer derived an improper personal benefit, . Any repeal or a knowing violation modification of this Article by the stockholders of the criminal law Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation officer of the market Corporation for any securityacts or omissions prior to such repeal or modification.
Limitation of Liability. (i) No monetary damages or monetary liability of any kind may person shall be assessed against an officer or director in any proceeding brought by or in found to have violated his duties to the right Corporation as a Director of the Corporation in any action brought against such Director (including actions involving or brought by or on behalf affecting any of the stockholders following: (A) a change or potential change in control of the Corporation; provided(B) a termination or potential termination of his or her service to the Corporation as a Director; or (C) his or her service in any other position or relationship with the Corporation), howeverunless it is proven by clear and convincing evidence that the Director has not acted in good faith, in a manner he or she reasonably believes to be in or not opposed to the best interests of the Corporation, or with the care that an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding the foregoing, nothing contained in this paragraph (a) limits relief available under Section 1701.60 of the Ohio Revised Code. (ii) In performing his duties, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that this elimination are prepared or presented by: (A) one or more Directors, officers or employees of liability shall not be applicable if the officer Corporation whom the Director reasonably believes are reliable and competent in the matters prepared or director engaged in willful misconductpresented; (B) counsel, a transaction from which the director or officer derived an improper personal benefitpublic accountants, or other persons as to matters that the Director reasonably believes are within the person's professional or expert competence; or (C) a knowing violation committee of the criminal law Directors upon which he or she does not serve, duly established in accordance with the provisions of any federal these Regulations, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. (iii) A Director in determining what he or state securities law, including, without limitation, any claim of unlawful insider trading or she reasonably believes to be in the manipulation best interests of the market Corporation shall consider the interests of the Corporation's Shareholders and, in his discretion, may consider (A) the interests of the Corporation's employees, suppliers, creditors and customers; (B) the economy of the state and nation; (C) community and societal considerations; and (D) the long-term as well as short-term interests of the Corporation and its Shareholders, including the possibility that these interests may be best served by the continued independence of the Corporation. (iv) A Director shall be liable in damages for any securityaction he or she takes or fails to take as a Director only if it is proven by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation. Notwithstanding the foregoing, nothing contained in this paragraph (g) affects the liability of Directors under Section 1701.95 of the Ohio Revised Code or limits relief available under Section 1701.60 of the Ohio Revised Code.
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Limitation of Liability. No monetary damages Member, Manager, Officer, employee or monetary liability agent of the Company and no Affiliate, stockholder, partner, officer, director, manager, employee or agent of any kind may Member (collectively, the Covered Persons) shall be assessed against an officer liable to the Company, any Member or director any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in any proceeding brought by or in the right of the Corporation or brought by or good faith on behalf of the stockholders Company and in a manner reasonably believed to be within the scope of the Corporation; providedauthority conferred on such Covered Person by this Agreement, howeverexcept that a Covered Person shall be liable for any such loss, that this elimination damage or claim incurred by reason of liability shall not be applicable if the officer such Covered Persons gross negligence or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.
Limitation of Liability. Standard of Conduct Board Members and Officers. Except for the implied contractual covenant of good faith and fair dealing under applicable Delaware law, no Board Member or Officer has any fiduciary duty to the Company, any Member or any other Person that is a party to or is otherwise bound by this Agreement. (b) Standard of Conduct - Members. Except for the implied contractual covenant of good faith and fair dealing under applicable Delaware law, no Member has any fiduciary duty to the Company or any Member solely by reason of acting in its capacity as a Member. Without limiting the foregoing, a Member (i) does not violate any fiduciary duty because the Members conduct furthers its interest and (ii) has no fiduciary duty to consider any interest of or affecting the Company or any other Person. (c) Complete Statement of Fiduciary Duties. The provisions of this Agreement (including these Sections 5.9(a) and 5.9(b)) replace, eliminate and otherwise supplant those duties (including fiduciary duties) that a Member, Manager or Officer might otherwise have under applicable Law. (d) Exculpation. No monetary Member, Board Member, or Officer (each, a Covered Person), respectively, shall be liable, responsible, or accountable in damages or monetary liability otherwise to the Company or to any other Covered Person, for any loss, claim, damage, liability, or expense incurred by reason of or caused by any act or omission performed or omitted by such Covered Person, in his, her, or its capacity as such, whether alleged to be based upon or arising from errors in judgment, negligence, gross negligence, or breach of duty (including alleged breach of any kind may be assessed against an officer duty of care or director duty of loyalty or other fiduciary duty), except for (i) acts or omissions of such Covered Person that were not in good faith or constituted gross negligence, intentional misconduct or fraud, (ii) any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer such Covered Person, derived an improper personal benefit, or (iii) a knowing violation of Law or (iv) a knowing breach of this Agreement. Without limiting the criminal law foregoing, no Covered Person, in his, her, or of its capacity as such, shall in any federal or state securities law, including, without limitation, event be liable for (A) the failure to take any claim of unlawful insider trading or the manipulation of the market for any security.action not specifically required to be taken by
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by its stockholders for monetary damages for any breach of fiduciary duty as a director, provided that this provision shall not eliminate or on behalf limit the liability of a director (a) for any breach of the stockholders directors duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the CorporationDelaware General Corporation Law; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (d) for any transaction from which the director or officer derived an improper personal benefit. Any repeal or modification of this Section 5.5 shall be prospective only, or and shall not adversely affect limitation on the personal liability of a knowing violation director of the criminal law Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to the effective date of any federal such repeal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securitymodification.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an Every director and officer or director in any proceeding brought by or in the right of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or brought by officer shall be liable for the acts, receipts, neglect or default of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the stockholders Corporation, or for the insufficiency or deficiency of any security in or upon which any of the Corporationmoneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own wilful neglect or default; provided, however, provided that this elimination of liability nothing herein shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the relieve any director or officer derived an improper personal benefit, from the duty to act in accordance with the Act and the regulations thereunder or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market from liability for any securitybreach thereof.
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Limitation of Liability. No monetary damages director or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by to its shareholders for monetary damages for breach of his or on behalf her fiduciary duty as a director or officer, provided that the foregoing provision shall not eliminate or limit the liability of a director or officer for (1) any breach of the stockholders director's or officer's duty of loyalty to the Corporation or its shareholders; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) liability for unlawful distributions of the Corporation's assets to, or redemption or repurchase of the Corporation's shares from, shareholders of the Corporation, under and to the extent provided in La.R.S. 12:92(D); provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (4) any transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.
Limitation of Liability. No monetary damages A director or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall not be personally liable to the Corporation or brought by its stockholders in connection with any acts or on behalf of the stockholders of the Corporationomissions taken in his or her capacity as director or officer; provided, however, that this elimination of liability the foregoing shall not be applicable if eliminate or limit the officer or director engaged in willful misconduct, liability of a transaction from which the director or officer derived an improper personal benefit, (a) for the breach of the individual's duty of loyalty to the Corporation or its stockholders; (b) for any acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law; or (c) for any transaction from which the criminal law individual derived an improper personal financial benefit. Further, indemnification shall not be available, where such is prohibited by applicable law. By way of example, but without limitation, no Covered Person shall have a right to indemnification for expenses and the payment of profits arising from the purchase and sale by Covered Person of securities in violation of Section 16(b) of the Securities and Exchange Act of 1934, as amended, any similar provisions of federal state, or local law, or any similar successor statute; and Covered Persons shall also have no right to indemnification for any reimbursement of the Corporation by said Covered Person of any bonus or other incentive-based or equity-based compensation or of any federal profits realized by said Covered Person from the sale or state securities lawof the Corporation, includingas required in each case under the Securities Exchange Act of 1934, without limitationas amended (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, any claim of unlawful insider trading or the manipulation payment to the Corporation of profits arising from the purchase and sale by Covered Person of securities in violation of Section 306 of the market for Sarbanes-Oxley Act), if Covered Person is held liable therefor (including pursuant to any securitysettlement arrangements.
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Limitation of Liability. No monetary damages director or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in for the right time being of the Corporation shall be liable for the acts, receipts, neglects or brought defaults of any other director or officer or employee or agent or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the stockholders Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office of trust or in relation thereto, unless the same are occasioned by his own wilful neglect or default, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or relieve him from liability under the Act. The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation; provided, however, that this elimination of liability except such as shall not be applicable if have been submitted to and authorized or approved by the officer or director engaged in willful misconduct, a transaction from which the directors. If any director or officer derived an improper personal benefit, of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a knowing violation shareholder, director or officer of a body corporate which is employed by or performs services for the Corporation, the fact of his being a shareholder, director or officer of the criminal law Corporation or of any federal body corporate or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation member of the market firm shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for any securitysuch services.
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Limitation of Liability. No monetary damages or monetary liability director of any kind may the corporation shall be assessed against an officer or director in any proceeding brought by or in the right of personally liable to the Corporation or brought by or on behalf its shareholders for monetary damages for breach of the stockholders of the Corporationfiduciary duty as a director; provided, however, that this elimination of liability Article VIII shall not be eliminate or limit the liability of a director to the extent provided by applicable if law (i) for any breach of the officer directors duty of loyalty to the Corporation or director engaged its shareholders, (ii) for acts or omissions not in willful misconductgood faith or that involve intentional misconduct or a knowing violation of the law, a (iii) under sections 302A.559 or 80.23 of Minnesota Statutes, (iv) for any transaction from for which the director or officer derived an improper personal benefit, or a knowing violation (v) for any act or omission occurring prior to January 27, 1988. No amendment to or repeal of this Article VIII shall apply to or have any effect on the liability or alleged liability of any director of the criminal law corporation for or with respect to any acts or omissions of any federal such director occurring prior to such amendment or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityrepeal.
Limitation of Liability. No monetary Notwithstanding any other provision to the contrary contained in this Agreement, no manager (as such term is defined in Section 18-101 of the Act) of the Company and no Director or Officer shall be liable, responsible, or accountable in damages or monetary liability otherwise to the Company or to the Member or assignee of the Member for any loss, damage, cost, liability, or expense incurred by reason of or caused by any act or omission performed or omitted by such manager, Director or Officer, whether alleged to be based upon or arising from errors in judgment, negligence, or breach of duty (including alleged breach of any kind may be assessed against an officer duty of care or director in any proceeding brought by duty of loyalty or in other fiduciary duty), except for (i) acts or omissions such manager, Director or Officer knew at the right time of the Corporation acts or brought by or on behalf omissions were clearly in conflict with the interest of the stockholders of the Corporation; providedCompany, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (ii) any transaction from which the director such manager, Director or officer Officer derived an improper personal benefitbenefit vis-a-vis the Company or the Member, (iii) a willful breach of this Agreement or (iv) gross negligence, willful misconduct, or a knowing violation of law. Without limiting the criminal law foregoing, to the fullest extent permitted by law, no manager of the Company and no Director or Officer shall in any event be liable for (A) the failure to take any action not specifically required to be taken by such manager, Director, Officer or the Board of Directors under the terms of this Agreement, (B) any action or omission taken or suffered by any other manager of the Company, Director or Officer nor (C) any mistake, misconduct, negligence, dishonesty or bad faith on the part of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation agent of the market for any securityCompany appointed in good faith by the Board of Directors.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right A Director of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability Company shall not be applicable if personally liable to the officer Company or director engaged to its Members for monetary damages for breach of fiduciary duty as a Director, but this provision shall not eliminate or limit the liability of a Director of the Company (i) for any breach of the Directors duty of loyalty to the Company or its Unit Holders, (ii) for acts or omissions not in willful misconduct, good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the director or officer Director derived an improper personal benefit. This Section 5.23 shall not eliminate or limit the liability of a Director for any act or omission occurring prior to the date when this Agreement became effective, if such a limitation or elimination of liability of a knowing violation Director for those acts or omissions is prohibited by the Act as then in effect. Any repeal or modification of this Section 5.23 shall not adversely affect any right or protection of a Director of the criminal law Company existing at the time of that repeal or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securitymodification.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be personally liable to the Corporation or brought by or on behalf its stockholders for monetary damages for breach of the stockholders of the Corporationfiduciary duty as a director; provided, however, that this elimination of liability the foregoing shall not be applicable if eliminate or limit the officer liability of a director (i) for any breach of the directors duty of loyalty to the Corporation or director engaged its stockholders; (ii) for acts or omissions not in willful misconduct, a transaction from good faith or which the director or officer derived an improper personal benefit, involve intentional misconduct or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation ; (iii) under Section 174 of the market General Corporation Law of the State of Delaware; or (iv) for any security.transaction
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an Every director and officer or director in any proceeding brought by or in the right of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or brought by officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the stockholders Corporation, or for the insufficiency or deficiency of any security in or upon which any of the Corporationmoneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto; provided, however, provided that this elimination of liability nothing herein shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the relieve any director or officer derived an improper personal benefit, from the duty to act in accordance with the Act and the regulations or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market from liability for any securitybreach thereof.
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Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or on behalf limit the liability of a director, (a) for any breach of the stockholders directors duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which Involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Corporation; providedDelaware General Corporation Law, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (d) for any transaction from which the director or officer derived an improper personal benefit. Any repeal or modification of this Article 5.3 shall be prospective only and shall not adversely affect any right or protection of, or any limitation on the liability of, a knowing violation director of the criminal law Corporation existing at. or arising out of any federal facts or state securities lawincidents occurring prior to, including, without limitation, any claim the effective date of unlawful insider trading such repeal or the manipulation of the market for any securitymodification.
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Limitation of Liability. No monetary damages Subject to the Act, no Director or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in for the right time being of the Corporation shall be liable for the acts, receipts, neglects or brought defaults of any other Director or officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the stockholders Corporation or for the insufficiency or deficiency of any security in or upon which any of the Corporation; provided, however, that this elimination monies of liability or belonging to the Corporation shall not be applicable if the officer placed or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefitinvested, or a knowing violation for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person, firm or Corporation including any person, firm or Corporation with whom or with which any monies, securities or effects shall be lodged or deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets of or belonging to the Corporation or for any other loss, damage or misfortune whatsoever which may happen in the execution of the criminal law duties of his respective office or trust or in relation thereto unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or his office honestly and in good faith with a view to the manipulation best interests of the market for any securityCorporation and through a failure to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
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Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be personally liable to the Corporation or brought by or on behalf its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the stockholders directors duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Corporation; providedDelaware General Corporation Law, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (iv) for any transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.
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Limitation of Liability. No monetary damages To the fullest extent that the Virginia Stock Corporation Act, as it exists on the date hereof or monetary may hereafter be amended, permits the limitation or elimination of the liability of any kind may be assessed against an officer directors or director officers of the Corporation in any proceeding brought by or in the right of the Corporation a corporation or brought by or on behalf of the stockholders shareholders of the Corporation; provided, however, and provided that this elimination of liability a director or officer shall not be applicable if the officer or director have engaged in (i) any breach of his or her duty of loyalty to the Corporation, (ii) acts or omissions not in good faith or which involve gross negligence, willful misconductmisconduct or a knowing violation of law, a transaction or (iii) any transactions from which the director or officer derived an improper or personal benefit, then such director or a knowing violation of officer shall not be liable to the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market Corporation for any securitymonetary damages.
Appears in 1 contract Notice (Heritage Bankshares Inc /Va),
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right A Director of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability Company shall not be applicable if personally liable to the officer Company or director engaged to its Members for monetary damages for breach of fiduciary duty as a Director to the extent he or she reasonably believed his or her action would be in willful misconductor not opposed to the best interests of the Company, but this provision shall not eliminate or limit the liability of a Director of the Company (i) for any breach of the Directors duty of loyalty to the Company or its Unit Holders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the director or officer Director derived an improper personal benefit. This Section 5.23 shall not eliminate or limit the liability of a Director for any act or omission occurring prior to the date when this Agreement became effective, if such a limitation or elimination of liability of a knowing violation Director for those acts or omissions is prohibited by the Act as then in effect. Any repeal or modification of this Section 5.23 shall not adversely affect any right or protection of a Director of the criminal law Company existing at the time of that repeal or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securitymodification.
Limitation of Liability. No monetary damages or monetary liability of any kind may Director shall be assessed against an officer or director in any proceeding brought by or in the right of liable to the Corporation or brought by or on behalf any of the stockholders Stockholders for monetary damages for breach of the Corporation; fiduciary duty as a Director, provided, however, that this elimination of liability provision shall not be applicable if eliminate or limit the officer liability of a Director (a) for any breach of such Directors duty of loyalty to the Corporation or director engaged the Stockholders; (b) for acts or omissions not in willful misconduct, good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the DGCL; or (d) for any transaction from which the director or officer such Director derived an improper personal benefit. Any repeal or modification of this Section 5.5 shall be prospective only and shall not adversely affect any right or protection of, or any limitation on the liability of, a knowing violation Director existing at, or arising out of facts or incidents occurring prior to, the criminal law effective date of such repeal or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securitymodification.
Limitation of Liability. No A director of the Bank shall not be personally liable to the Bank or its members for monetary damages or monetary liability for breach of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporationfiduciary duty as a director; provided, however, that this elimination of liability the foregoing shall not be applicable if eliminate or limit the officer liability of a director (i) for any breach of the director's duty of loyalty to the Bank or director engaged its members, (ii) for acts or omissions not in willful misconductgood faith or which involve intentional misconduct or a knowing violation of law, a or (iii) for any transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.
Appears in 1 contract
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right A Director of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability Company shall not be applicable if personally liable to the officer Company or director engaged its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (a) for any breach of the Directors duty of loyalty to the Company or its stockholders, (b) for acts or omissions not in willful misconductgood faith or which involve intentional misconduct or a knowing violation of law, a (c) under Section 174 of the DGCL or (d) for any transaction from which the director or officer Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, or then the liability of a knowing violation Director of the criminal law Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Article VII, shall not adversely affect any federal right or state securities law, including, without limitation, protection existing at the time of such repeal or modification with respect to any claim acts or omissions occurring before such repeal or modification of unlawful insider trading a person serving as a Director at the time of such repeal or the manipulation of the market for any securitymodification.
Limitation of Liability. No monetary damages None of the Collateral Manager, its Affiliates, any officer, director, partner, member, employee, or monetary liability stockholder of any kind may be assessed against an officer of such Persons or director in any proceeding brought by other Person that serves or in provides advisory services and resources at the right request of the Corporation or brought by or Collateral Manager on behalf of the stockholders Issuer as an officer, director, partner, member, employee or agent of any other entity (each, an Indemnified Person) shall be liable to the Trustee, any Noteholder or the Issuer for damages arising from any action taken or omitted to be taken by such Person or for damages arising from any action taken or omitted to be taken by the Trustee, any Noteholder or other Person with respect to the Issuer; unless such damages are the result of gross negligence, willful misconduct or bad faith by such Indemnified Person. The Collateral Manager shall indemnify and hold harmless the Issuer, its Affiliates and their Affiliates in the case of any damages resulting from the gross negligence or willful misconduct of the Corporation; providedCollateral Manager, howeverunless such actions or the damages result from the gross negligence, that this elimination of liability shall not be applicable if the officer willful misconduct or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation bad faith of the criminal law Issuer or any of any federal or state securities law, including, without limitation, any claim of unlawful insider trading its Affiliates (other than the Collateral Manager or the manipulation of the market for any securitySole Member).
Limitation of Liability. No monetary damages The Employer, the Board of Directors, the Committee, and any officer, employee, or monetary agent of the Employer shall not incur any liability individually or on behalf of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by other individuals or on behalf of the stockholders of Employer for any act or failure to act, made in good faith in relation to the Corporation; providedPlan or Trust Fund. However, however, that this elimination of liability limitation shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of act to relieve any federal or state securities law, including, without limitation, any claim of unlawful insider trading such individual or the manipulation of the market Employer, where applicable, from a responsibility or liability for any securityfiduciary responsibility, obligation or duty under Part 4, Title I of ERISA.
Appears in 1 contract
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right A Director of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if personally liable to the officer Corporation or director engaged its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (a) for any breach of the Directors duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in willful misconductgood faith or which involve intentional misconduct or a knowing violation of law, a (c) under Section 174 of the DGCL or (d) for any transaction from which the director or officer Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, or then the liability of a knowing violation Director of the criminal law Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of any federal or state securities law, including, without limitation, any claim this Article VIII by either of unlawful insider trading or (i) the manipulation stockholders of the market for Corporation or (ii) an amendment to the DGCL, shall not adversely affect any securityright or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a person serving as a Director at the time of such repeal or modification.
Limitation of Liability. No monetary Member, Governor, officer, or other employee of the Company shall be liable, responsible or accountable in damages or monetary liability otherwise to the Company, or to any Member, or to any other third Person for any failure to act or for any acts performed, where such persons failure to act or such action was in good faith and such person believed such action or failure to act was in the best interests of any kind may be assessed against an the Company. Except as expressly provided in the LLC Act, no Member, Governor, officer or director in any proceeding brought by or in the right other employee of the Corporation Company shall be obligated personally for any debts, obligations, or brought by or on behalf liabilities of the stockholders Company (whether arising in contract, tort or otherwise) solely by reason of being a Member, officer or employee of the Corporation; provided, however, that this elimination Company or serving on its Board of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityGovernors.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or on behalf limit the liability of a director (a) for any breach of the stockholders directors duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the CorporationDGCL; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (d) for any transaction from which the director or officer derived an improper personal benefit. Any repeal or modification of this Article 5.3 shall be prospective only and shall not adversely affect any right or protection of, or a knowing violation any limitation of the criminal law or of any federal or state securities lawliability of, including, without limitation, any claim of unlawful insider trading or the manipulation a director of the market for any securityCorporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.
Limitation of Liability. No Director shall have liability for monetary damages for breach of duty as a Director if such breach did not (A) involve a knowing and culpable violation of law by the Director; (B) enable the Director or monetary an Associate (as defined herein) to receive an improper personal economic gain; (C) show a lack of good faith and a conscious disregard for the duty of the Director to the Company under circumstances in which the Director was aware that his conduct or omission created an unjustifiable risk of serious injury to the Company; (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the Directors duty to the Company; or (E) create liability under an applicable provision of the laws of the State of Delaware which cannot be limited or made inapplicable by this Article. For purposes hereof, Associate of a Director means (A) any kind may be assessed against corporation or organization of which such person is an officer or director in any proceeding brought by partner or in is, directly or indirectly, the right beneficial owner of the Corporation ten percent or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or more of any federal class of voting stock; (B) any trust or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.other estate in which such person has at least a ten percent
Appears in 1 contract Operating Agreement (Upc Polska Inc),
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.. Freddie Mac Bylaws September 4, 2008 Page 29
Limitation of Liability. No monetary damages person shall be liable to the Corporation or monetary its stockholders for any loss, damage, liability or expense suffered by the Corporation on account of any kind may action taken or omitted to be assessed against an taken by such person as a director or officer or director in any proceeding brought by or in the right of the Corporation or brought by of any Other Enterprise which such person serves or on behalf of has served as a director or officer at the stockholders Corporations request, if such person (a) acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation, or for such Other Enterprise, or upon statements made or information furnished by directors, officers, employees or agents of the criminal law Corporation, or of any federal or state securities lawsuch Other Enterprise, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securitywhich such person had no reasonable grounds to disbelieve.
Appears in 1 contract
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right Director of the Corporation shall be personally liable to the Corporation or brought by or on behalf its shareholders for monetary damages for breach of the stockholders fiduciary duty as a Director notwithstanding any provision of the Corporationlaw imposing such liability; provided, however, that this elimination of liability Article XIII shall not be applicable if eliminate or limit any liability of a Director (a) for any breach of the officer Directors duty of loyalty to the Corporation or director engaged its shareholders, (b) for acts or omissions not in willful misconductgood faith or which involve intentional misconduct or a knowing violation of law, a (c) for improper distributions under Section 6.40 of Chapter 156D of the Massachusetts General Laws, or (d) with respect to any transaction from which the director or officer Director derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.
Appears in 1 contract
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or on behalf limit the liability of a director (1) for any breach of the stockholders directors duty of loyalty to the Corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 (or any successor section) of the CorporationDelaware General Corporation Law; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (4) for any transaction from which the director or officer derived an improper personal benefit. Any repeal or modification of this Section 3.9 shall be prospective only and shall not adversely affect any right or protection of, or a knowing violation any limitation of the criminal law or of any federal or state securities lawliability of, including, without limitation, any claim of unlawful insider trading or the manipulation a director of the market for any securityCorporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.
Appears in 1 contract
Limitation of Liability. No monetary damages Notwithstanding anything in this Agreement to the contrary, but without limiting the obligations of any Person under (or monetary the liability of any kind may Person for any breach of) Sections 4.6 or 4.7 or any provision of the Rollover Holdco LLCA, (a) no Member or Rollover Holdco Member will be assessed against liable to the Company, Rollover Holdco or any other Member or Rollover Holdco Member for any Losses suffered or incurred by any Person on account, or by reason, of any claim based on or arising from any act taken or omitted to be taken by such Member or Rollover Holdco Member in his, her or its capacity as such, and no Member or Rollover Holdco Member in his, her or its capacity as such will owe any fiduciary duties to the Company, Rollover Holdco, any other Member or Rollover Holdco Member (as applicable) or any other Person, (b) no Director will be liable to the Company, any Member or Rollover Holdco Member for any Losses suffered or incurred by any Person on account, or by reason, of any claim based on or arising from any act taken or omitted to be taken by such Director in his or her capacity as such or in his or her capacity as a member of the board of directors (or similar governing body with a different name) of any Subsidiary of the Company, and no Director in his or her capacity as such will owe any fiduciary duties to the Company, any Member, any Rollover Holdco Member or any other Person, and (c) each Officer (in his or her capacity as such) shall owe the same duty of loyalty and good faith to the Company as an officer or director in any proceeding brought by or in of a Delaware corporation under the right General Corporation Law of the Corporation State of Delaware (the DGCL) (it being understood that such duties shall not limit any Principals right to (i) take the actions permitted by clauses (i) and (ii) of Exhibit H, or brought by (ii) exercise any Principal Veto Rights pursuant to Section 4.1(g)) and, except for such duties, shall not in his or on behalf her capacity as such owe any other fiduciary duties to the Company, Rollover Holdco, any Member, any Rollover Holdco Member or any other Person. Without limiting the obligations of the stockholders Members, Rollover Holdco Members, Directors, Principals or Officers to the Company or the other parties hereto under this Section 4.3 or the other provisions of this Agreement, (x) the debts, obligations and liabilities of the Corporation; providedCompany, howeverwhether arising in contract, that tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Members, Rollover Holdco Members, Directors, Principals or Officers shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Rollover Holdco Member, Director, Principal or Officer, and (y) the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this elimination of liability Agreement shall not be applicable if grounds for imposing personal liability on any Member, Rollover Holdco Member, Director, Principal or Officer for debts, obligations or liabilities of the officer Company. Except with respect to the obligations of any Person under (or director engaged in willful misconductthe liability of any Person for any breach of) Sections 4.6 or 4.7 or the Rollover Holdco LLCA, (x) there shall be, and each Member, Rollover Holdco Member, Director, Principal and Officer shall be entitled to, a transaction from which presumption that such Person acted in good faith in any action taken in his, her or its capacity as a Member, Rollover Holdco Member, Director, Principal or Officer, and (y) each Member, Rollover Holdco Member, Director, Principal and Officer in any action taken in his, her or its capacity as a Member, Rollover Holdco Member, Director, Principal or Officer shall be fully protected in relying in good faith upon the director or officer derived an improper personal benefit, or a knowing violation records of the criminal law Company and upon such information, opinions, reports or of statements presented to the Company by any federal Person as to matters such Member, Rollover Holdco Member, Director, Principal and Officer reasonably believes are within such Persons professional or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityexpert competence.
Limitation of Liability. No monetary damages or monetary liability of any kind may director shall personally be assessed against an officer or director in any proceeding brought by or in the right of liable to the Corporation or brought by the stockholders for monetary damages for any breach of his or on behalf her fiduciary duty as a director, except for liability (i) for any breach of the stockholders director's duty of loyalty to the Corporation or the stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the Corporation; providedDGCL, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (iv) for any transaction from which the director or officer derived an improper personal benefit. If the DGCL or other applicable law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, or then the liability of a knowing violation director of the criminal law Corporation shall be eliminated or of any federal limited to the fullest extent permitted by the DGCL or state securities such other applicable law, including, without limitation, as so amended. Any repeal or modification of this article by the stockholders shall not adversely affect any claim right or protection of unlawful insider trading a director existing at the time of such repeal or the manipulation of the market for any securitymodification.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by or on behalf its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the stockholders directors duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Corporation; providedDGCL, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (iv) for any transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.
Limitation of Liability. No monetary damages person who is or monetary liability of was at any kind may be assessed against an officer or time a director in any proceeding brought by or in the right of the Corporation shall be personally liable to the Corporation or brought its stockholders for monetary damages for any breach of fiduciary duty by or on behalf of the stockholders of the Corporationsuch person as a director; provided, however, that that, unless and except to the extent otherwise permitted from time to time by applicable law, the provisions of this elimination of liability Article IX shall not be applicable if eliminate or limit the officer liability of a director (i) for breach of the directors duty of loyalty to the Corporation or its stockholders, (ii) for any act or omission by the director engaged which is not in willful misconductgood faith or which involves intentional misconduct or a knowing violation of law, a (iii) under Section 174 of the DGCL, (iv) for any transaction from which the director or officer derived an improper personal benefit, benefit or a knowing violation (v) for any act or omission occurring prior to the adoption of the criminal law Certificate o f Incorporation of Nu Horizons Electronics Corp. dated as of September 30, 1987. No amendment to or repeal of this Article IX shall apply to or have any federal effect on the liability or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.alleged
Limitation of Liability. No A director of the Company shall not be personally liable to the Company or its stockholders for monetary damages or monetary liability for breach of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporationfiduciary duty as a director; provided, however, that this elimination of liability the foregoing shall not be applicable if eliminate or limit the officer liability of a director (i) for any breach of the director's duty of loyalty to the Company or director engaged its stockholders, (ii) for acts or omissions not in willful misconductgood faith or which involve intentional misconduct or a knowing violation of law, a (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director or officer derived an improper personal benefit. If the DGCL is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. Any repeal or modification of this Article VI shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification. The provisions of this Article VI shall not be deemed exclusive or in limitation of any other rights to which directors, officers, or a knowing violation others may be entitled under any bylaws, agreement, vote of the criminal law stockholders or of any federal disinterested directors, or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityotherwise.
Limitation of Liability. No monetary damages Subject to the following, a director or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if personally liable to the officer Corporation or director engaged in willful misconduct, its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. The preceding sentence shall not relieve a transaction from which the director or officer derived from liability for any breach of duty based upon an act or omission (i) in breach of such persons duty of loyalty to the Corporation or its shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal benefit. If the New Jersey Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer or both of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act as so amended. Any amendment to this Certificate of Incorporation, or change in law which authorizes this paragraph, shall not adversely affect any then existing right or protection of a knowing violation director or officer of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityCorporation.
Limitation of Liability. No Indemnitee shall not be personally liable to the Company or any of its subsidiaries or to the shareholders of the Company or any such subsidiary for monetary damages or monetary liability for breach of fiduciary duty as a director of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation Company or brought by or on behalf of the stockholders of the Corporationany such subsidiary; provided, however, that this elimination of liability the foregoing shall not eliminate or limit the liability of Indemnitee (i) for acts or omissions of the Indemnitee that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that the Indemnitee believes to be applicable if contrary to the officer best interests of the Company or director engaged in willful misconductits shareholders or that involve the absence of good faith on the part of the Indemnitee, a (iii) for any transaction from which the director or officer Indemnitee derived an improper personal benefit, (iv) for acts or omissions that show a knowing violation reckless disregard for the Indemnitee's duty to the Company or its shareholders in circumstances in which the Indemnitee was aware, or should have been aware, in the ordinary course of performing his or her duties, of a risk of serious injury to the Company or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the criminal Indemnitee's duty to the Company or its shareholders. If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of any federal or state securities lawthe personal liability of directors, includingthen the liability of Indemnitee shall, automatically, without limitationany further action, any claim of unlawful insider trading be eliminated or limited to the manipulation of fullest extent permitted by the market for any securityDGCL or such other applicable law as so amended.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or on behalf limit the liability of a director (a) for any breach of the stockholders directors duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the CorporationDGCL; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (d) for any transaction from which the director or officer derived an improper personal benefit. Any repeal or modification of this Article 7 shall be prospective only and shall not adversely affect any right or protection of, or a knowing violation any limitation of the criminal law or of any federal or state securities lawliability of, including, without limitation, any claim of unlawful insider trading or the manipulation a director of the market for any securityCorporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or A director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if personally liable to the officer Corporation or director engaged its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the directors duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in willful misconductgood faith or which involve intentional misconduct or a knowing violation of law, a (c) under Section 174 of the DGCL or (d) for any transaction from which the director or officer derived an improper personal benefit, . If DGCL is amended after approval of this Article by the stockholders to authorize the further elimination or a knowing violation limitation of the criminal law liability of directors, then the liability of directors are eliminated or of any federal or state securities lawlimited to the full extent authorized by the DGCL, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityas so amended.
Limitation of Liability. No A director of the Bank shall not be personally liable to the Bank or its members for monetary damages or monetary liability for breach of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporationfiduciary duty as a director; provided, however, that this elimination of liability the foregoing shall not be applicable if eliminate or limit the officer liability of a director (i) for any breach of the directors duty of loyalty to the Bank or director engaged its members, (ii) for acts or omissions not in willful misconductgood faith or which involve intentional misconduct or a knowing violation of law, a or (iii) for any transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.
Appears in 1 contract
Limitation of Liability. No monetary damages director or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable for the acts or brought by omissions of any other director, officer, employee or agent of the Corporation, or for any costs, charges or expenses of the Corporation resulting from any deficiency of title to any property acquired for or on behalf of the stockholders Corporation, or for the insufficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from bankruptcy or insolvency, or in respect of any tortious acts of or relating to the Corporation or any other director, officer, employee or agent of the Corporation; provided, or for any loss occasioned by an error of judgment or oversight on the part of any other director, officer, employee or agent of the Corporation, or for any other costs, charges or expenses of the Corporation occurring in connection with the execution of the duties of the director or officer, unless such costs, charges or expenses are incurred as a result of such person's own wilful neglect, default or negligence. Nothing in this by-law, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the relieve any director or officer derived an improper personal benefit, from the duty to act in accordance with the Act or a knowing violation from liability for any breach of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityAct.
Appears in 1 contract
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or on behalf limit the liability of a director (a) for any breach of the stockholders directors duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the CorporationDelaware General Corporation Law; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (d) for any transaction from which the director or officer derived an improper personal benefit, . Any repeal or a knowing violation modification of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.this Article 5.2 shall be
Limitation of Liability. No monetary Except as otherwise provided in the NRS, a director or officer of the Company shall not be personally liable to the Company or its stockholders for damages or monetary liability as a result of any kind may be assessed against an officer act or failure to act in his capacity as a director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporationofficer; provided, however, that this elimination of liability Article shall not be applicable if eliminate or limit the officer or director engaged in willful misconduct, liability of a transaction from which the director or officer derived an improper personal benefit(a) if it is proven that his act or failure to act constituted a breach of his fiduciary duties and such breach involved intentional misconduct, fraud or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation (b) under Section 78.300 of the market for any securityNRS.
Appears in 1 contract
Limitation of Liability. No monetary damages To the fullest extent permitted by applicable law, no director or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation shall be liable to the Corporation or brought by its shareholders for monetary damages for an act or on behalf omission in the person's capacity as a director or officer, except that these Bylaws do not eliminate or limit the liability of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived for: (1) a breach of such person's duty of loyalty to the Corporation or its shareholders; (2) an improper personal benefit, act or omission not in good faith that constitutes a breach of duty of such person to the Corporation or an act or omission not in good faith that involves intentional misconduct or a knowing violation of the criminal law law; (3) a transaction from which such person received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such person's duties; or (4) an act or omission for which the liability of a director or officer is expressly provided by statute. Any repeal or amendment of these Bylaws, or the adoption of any federal or state securities lawother provision of these Bylaws inconsistent with these Bylaws, including, without limitation, any claim of unlawful insider trading or by the manipulation shareholders of the market for Corporation shall be prospective only and shall not adversely affect any securitylimitation on the personal liability of a director or officer of the Corporation existing at the time of such repeal, amendment or adoption of an inconsistent provision.
Appears in 1 contract
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.. Freddie Mac Bylaws June 5, 2009 Page 29
Limitation of Liability. No Except as otherwise provided in this Agreement, no Director, Officer or Member of the Company shall be liable to the Company or its Members for monetary damages for an act or monetary liability of any kind may be assessed against an officer omission in such Person's capacity as a Director, Officer or director in any proceeding brought by Member, except for (i) acts or in omissions which such Person knew, at the right time of the Corporation acts or brought by or on behalf omissions, were clearly in conflict with the interests of the stockholders of the Corporation; providedCompany, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a (ii) any transaction from which the director or officer such Person derived an improper personal benefit, (iii) acts or a knowing violation omissions occurring prior to the date this provision becomes effective, or (iv) breach of the criminal law this Agreement or of any federal contract between the Company and such Person. In addition, the Disinterested Directors, by majority vote, may waive any such claim against a Director, Officer, or state securities law, including, without limitation, any claim Member. Any amendment of unlawful insider trading this Agreement or the manipulation of the market for any securityAct subsequent to the date hereof which deletes or modifies the indemnity provided by this Section shall not adversely affect the rights existing at the time of such deletion or modification.
Limitation of Liability. No monetary damages Indemnitee shall not be personally liable to the Company or monetary liability any of any kind may be assessed against an officer its subsidiaries or director in any proceeding brought by or in the right of the Corporation or brought by or on behalf of to the stockholders of the CorporationCompany or any such subsidiary for monetary damages for breach of fiduciary duty as a director or officer of the Company or any such subsidiary; provided, however, that this elimination of liability the foregoing shall not be applicable if eliminate or limit the officer liability of the Indemnitee (i) for any breach of the Indemnitees duty of loyalty to the Company or director engaged such subsidiary or the stockholders thereof; (ii) for acts or omissions not in willful misconduct, a transaction from good faith or which the director or officer derived an improper personal benefit, involve intentional misconduct or a knowing violation of the criminal law; (iii) under Section 174 of the DGCL or any similar provision of other applicable corporations law; or (iv) for any transaction from which the Indemnitee derived an improper personal benefit. If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of any federal the personal liability of directors or state securities lawofficers, includingthen the liability of the Indemnitee shall, automatically, without limitationany further action, any claim of unlawful insider trading be eliminated or limited to the manipulation of fullest extent permitted by the market for any securityDGCL or such other applicable law as so amended.
Limitation of Liability. (a) No monetary damages or monetary liability of any kind may person shall be assessed against an officer or found to have violated his duties to the Corporation as a director in any proceeding brought by or in the right of the Corporation in any action brought against such director (including actions involving or brought by or on behalf affecting any of the stockholders following: (i) a change or potential change in control of the Corporation; provided(ii) a termination or potential termination of his service to the Corporation as a director; or (iii) his service in any other position or relationship with the Corporation), howeverunless it is proved by clear and convincing evidence that the director has not acted in good faith, in a manner he reasonably believes to be in or not opposed to the best interests of the Corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding the foregoing, nothing contained in this paragraph (a) limits relief available under Section 1701.60 of the Ohio Revised Code. (b) In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that this elimination are prepared or presented by: (i) one or more directors, officers, or employees of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which Corporation whom the director reasonably believes are reliable and competent in the matters prepared or officer derived an improper personal benefitpresented; (ii) counsel, public accountants, or other persons as to matters that the director reasonably believes are within the persons professional or expert competence; or (iii) a knowing violation committee of the criminal law or directors upon which he does not serve, duly established in accordance with the provisions of any federal or state securities lawthese Regulations, includingas to matters within its designated authority, without limitationwhich committee the director reasonably believes to merit confidence. (c) A director, any claim of unlawful insider trading or in determining what he reasonably believes to be in the manipulation best interests of the market Corporation, shall consider the interest of the Corporations shareholders and, in his discretion, may consider (i) the interests of the Corporations employees, suppliers, creditors and customers; (ii) the economy of the state and nation; (iii) community and societal considerations; (iv) the long-term as well as short-term interests of the societal considerations; and (v) the long-term as well as short-term interests of the Corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the Corporation. (d) A director shall be liable in damages for any security.action he takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the
Appears in 1 contract
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an Every director and officer or director in any proceeding brought by or in the right of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, the Act and the Regulations, no director or brought officer for the time being of the Corporation shall be liable for the acts, neglects or defaults of any other director or officer or employee or for joining in any act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the stockholders Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the Regulations thereunder or from liability for any breach thereof. The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation; provided, however, that this elimination except such as shall have been submitted to and authorized or approved by the board of liability shall not be applicable if the officer directors. No act or director engaged in willful misconduct, a transaction from which the proceeding of any director or officer derived an improper personal benefit, or a knowing violation the board shall be deemed invalid or ineffective by reason of the criminal law or subsequent ascertainment of any federal irregularity in regard to such act or state securities law, including, without limitation, any claim of unlawful insider trading proceeding or the manipulation election, appointment or qualification of the market for any securitysuch director or officer or board.
Appears in 1 contract
Limitation of Liability. No monetary damages director or monetary liability officer shall be liable (i) for the acts, receipts, neglects or defaults of any kind may be assessed against an officer other director, officer, employee, or director agent, (ii) for joining in any proceeding brought by receipt or in the right of other act for conformity, (iii) for any loss, damage or expense happening to the Corporation through the insufficiency or brought by deficiency of title to any property acquired for or on behalf of the stockholders Corporation, (iv) for the insufficiency or deficiency of any security in or upon which any of the Corporation; providedmoneys of the Corporation shall be invested, (v) for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, (vi) for any loss occasioned by any error of judgment or oversight on the part of that person, (vii) for any other loss, damage or misfortune whatever which happen in the execution of the duties of that persons office or in relation thereto, unless the same are occasioned by that persons own wilful neglect or default. Nothing in this by-law, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the relieves any director or officer derived an improper personal benefit, from the duty to act in accordance with the Act or a knowing violation from liability for any breach of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securityAct.
Appears in 1 contract
Limitation of Liability. No monetary damages None of the Collateral Manager, its Affiliates, any officer, director, partner, member, employee, or monetary liability stockholder of any kind may be assessed against an officer of such Persons or director in any proceeding brought by other Person that serves or in provides advisory services and resources at the right request of the Corporation or brought by or Collateral Manager on behalf of the stockholders Borrower as an officer, director, partner, member, employee or agent of any other entity (each, an Indemnified Person) shall be liable to the Administrative Agent, any Lender or the Borrower for damages arising from any action taken or omitted to be taken by such Person or for damages arising from any action taken or omitted to be taken by the Administrative Agent, any Lender or other Person with respect to the Borrower; unless such damages are the result of gross negligence, willful misconduct or bad faith by such Indemnified Person. The Collateral Manager shall indemnify and hold harmless the Borrower and its Affiliates in the case of any damages resulting from the gross negligence or willful misconduct of the Corporation; providedCollateral Manager, howeverunless such actions or the damages result from the gross negligence, that this elimination of liability shall not be applicable if the officer willful misconduct or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation bad faith of the criminal law Borrower or any of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or its Affiliates (other than the manipulation of the market for any securityCollateral Manager).
Limitation of Liability. No monetary damages To the extent permitted by the Iowa Business Corporation Act, no person shall be liable to the Corporation or monetary its stockholders for any loss, damage, liability or expense suffered by the Corporation on account of any kind may action taken or omitted to be assessed against an taken by such person as a director or officer of the Corporation, or director in any proceeding brought by or in such service at the right request of the Corporation or brought by or in a like position on behalf of any other corporation, partnership, limited liability company, joint venture, trust, or other entity, if such person (a) acted in good faith and in a manner such person reasonably believed to be in or not opposed to the stockholders best interests of the Corporation; provided, however, that this elimination of liability shall not be applicable if the officer or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation, or for such other entity, or upon statements made or information furnished by directors, officers, employees or agents of the criminal law Corporation, or of any federal or state securities lawsuch other entity, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securitywhich such person had no reasonable grounds to disbelieve.
Appears in 1 contract
Limitation of Liability. No monetary damages director or monetary liability of any kind may be assessed against an officer or director in any proceeding brought by or in for the right time being of the Corporation shall be liable for the acts, receipts, neglects or brought defaults of any other director or officer or employee or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the stockholders Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, including any person with whom or which any moneys, securities or effects shall be lodged or deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his office or in relation thereto, unless the same shall happen by or through his failure to exercise his powers and to discharge his duties honestly, in good faith with a view to the best interests of the Corporation; provided, howeverand in connection therewith to exercise the care, diligence and skill that this elimination a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act and regulations made thereunder, or relieve him from liability for a breach thereof. The directors for the time being of liability the Corporation shall not be applicable if under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the officer name or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation on behalf of the criminal law Corporation, except such as shall have been submitted to and authorized or approved by the board of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any securitydirectors.
Appears in 1 contract
Limitation of Liability. No monetary damages or monetary liability of any kind may be assessed against an An officer or director in any proceeding brought by or in of the right of Corporation, as such, shall not be liable to the Corporation or brought by its stockholders for money damages, except (i) to the extent that it is proved that the person actually received an improper benefit or on behalf profit in money, property or services for the amount of the stockholders of benefit or profit in money, property or services actually received; (ii) to the Corporation; provided, however, extent that this elimination of liability shall not be applicable if the officer a judgment or director engaged in willful misconduct, a transaction from which the director or officer derived an improper personal benefit, or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or the manipulation of the market for any security.other final adjudication adverse to the