Officer Liability Clause Samples
The Officer Liability clause defines the extent to which company officers are personally responsible for actions taken in their official capacity. Typically, this clause limits or excludes personal liability for officers regarding decisions made in good faith and within the scope of their authority, except in cases of gross negligence or willful misconduct. By clarifying these boundaries, the clause protects officers from personal financial risk while encouraging them to perform their duties diligently and in the best interest of the company.
Officer Liability. Under the Merger Agreement, subject to certain terms therein, Numico shall (i) cause to be maintained for a period of six years the provisions regarding indemnification of current or former officers and directors of the Company contained in the Organizational Documents (as defined in the Merger Agreement) of the Company and its subsidiaries in effect following the Effective Time; provided that, in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any claim or claims shall continue until final disposition of any and all such claims; and (ii) maintain, for a period of six years, the Company's existing directors' and officers' liability insurance policy and fiduciary liability insurance (provided that Numico or the Surviving Corporation may substitute therefor policies of substantially similar coverage and amounts containing terms which are no less advantageous); provided, however, that Numico is not obligated to make annual premium payments for such insurance to the extent such premiums exceed $450,000. Notwithstanding anything to the contrary in the Merger Agreement, the Board was permitted to amend the Company's Bylaws to include, among other things, that (i) the Company shall indemnify each person who was or is a party, or is threatened to be made a party, or was or is a witness, to a Proceeding (as defined in the Bylaws), against all liability asserted against, or incurred by, such person by reason of the fact that such person is or was a director or officer of the Company (each an "Indemnified Person") and (ii) that reasonable costs, charges and expenses (including attorney's fees) incurred by an Indemnified Person in defending a Proceeding may and, in connection with a transaction involving a Change in Control (as defined in the Bylaws) of the Company or a potential Change in Control of the Company shall, be paid by the Company in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board by the Indemnified Person to repay all amounts so advanced if it is ultimately determined that such person is not entitled to indemnification by the Company. The Board took this action. Numico and the Purchaser agree that, for a period of not less than six years, the Bylaws of the Surviving Corporation shall include the same indemnification provisions as those set forth in the Company's Bylaws in effect on the date of the Merger Agreem...
Officer Liability. The Purchaser shall under no circumstances be entitled to claim against officers or employees of the Vendor, the Corporation or CDT UK (but only against the Vendor, the Corporation or CDT UK themselves) save in the case of fraud or fraudulent misrepresentation on the part of such officers or employees and such officers or employees shall have the benefit of and be entitled to enforce this clause.
Officer Liability. For a period of six (6) years after the Closing, Purchaser shall not, and shall not permit the Company to, amend, repeal or otherwise modify any provision in the Company’s certificate of incorporation, bylaws or equivalent governing documents (collectively, the “Company Governing Documents”) in any manner that would adversely affect in any material respect the exculpation or indemnification rights of any members, managers and/or officers of the Company (the “Management Indemnitees”) with respect to acts or omissions occurring prior to the Closing Date existing in such Company Governing Documents as of immediately prior to the date hereof and made available to Purchaser (unless required by Law), it being the intent of the parties that the directors officers of the Company shall continue to be entitled to such exculpation and indemnification for any acts or omissions occurring immediately prior to the First Closing Date to the fullest extent permitted by Law. The Management Indemnitees are express and intended third-party beneficiaries of the provisions of this Section 5.7 and shall be entitled to independently enforce the terms hereof as if such Management Indemnitee were a Party to this Agreement. The obligations of the Company under this Section 5.7 will not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 5.7 applies without the consent of such affected Person. In the event Purchaser, the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving limited liability company or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case Purchaser and the Company shall use reasonable best efforts to provide that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in this Section 5.7.
Officer Liability. 7.1 The parties agree that they shall under no circumstances be entitled to claim against officers or employees of any other party (any may only bring claims directly against the other party) save in the case of fraud or fraudulent misrepresentation on the part of such officers or employees and such officers or employees shall have the benefit of and be entitled to enforce this clause in this Second Sale Stock Purchase Agreement.
Officer Liability. Under the Merger Agreement, subject to certain terms therein, Numico shall (i) cause to be maintained in effect the current provisions regarding indemnification of current or former officers and directors contained in the Organizational Documents (as defined in the Merger Agreement) of the Company and its subsidiaries and any indemnification agreements between the Company and its current or former officers and directors that may be in effect; and (ii) maintain, for a period of six years, the Company's existing directors' and officers' liability insurance policy and fiduciary liability insurance (provided that Numico or the Surviving Corporation may substitute therefor policies of substantially similar coverage and amounts containing terms which are no less advantageous); provided, however, that Numico is not obligated to make annual premium payments for such insurance to the extent such premiums exceed 150% of the premiums paid as of the date of the Merger Agreement by the Company for such insurance.
Officer Liability. 9.1.1 When working on the Programme officers shall be deemed to be working on behalf of both their employing authority and made available and working on behalf of the other Authorities under Section113 of the Local Government Act 1972.
Officer Liability