Public Policy. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.
Public Policy. It is the desire and intent of the Company and the Executive that the provisions contained in Article V be enforced to the fullest extent permissible under the laws and public policy applied in each jurisdiction in which enforcement is sought. Accordingly, if, at the time of enforcement of Article V, a court shall hold that the duration, scope or area restrictions stated in this Agreement are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area.
Public Policy. This case reduces down to whether, and under what circumstances, we choose to reinterpret New York common law to permit corporations to shift responsibility for their own agents' misconduct to third parties. The Litigation Trustee and the derivative plaintiffs, with whom the dissent agrees, ask us to do this as a matter of public policy in order to compensate the innocent and deter third-party professional (and, in particular, auditor) misconduct and negligence. On the first point, the Litigation Trustee and the derivative plaintiffs urge us to consider that, although they both stand in the shoes of corporate malefactors, any recovery they achieve will, in fact, benefit blameless unsecured creditors (in the Refco case) and shareholders (in the AIG case) at the expense of defendants who allegedly assisted the fraud or were negligent. They ask us to broaden the adverse interest exception and create exceptions to imputation along the lines adopted by the courts in NCP and AHERF, and endorsed by the dissent, in the interests of fairness. We are not persuaded, however, that the equities are quite so obvious. In particular, why should the interests of innocent stakeholders of corporate fraudsters xxxxx those of innocent stakeholders of the outside professionals who are the defendants in these cases? The costs of litigation and any settlements or judgments would have to be borne, in the first instance, by the defendants' blameless stakeholders; in the second instance, by the public (see Securities and Exchange Commn. v Xxxxxxx, 597 F3d 436, 452-453 [1st Cir 2010] [Boudin, J., concurring] ["No one sophisticated about markets believes that multiplying liability is free of cost. And the cost, initially borne by those who raise capital or provide audit or other services to companies, gets passed along to the public"]). In a sense, plaintiffs' proposals may be viewed as creating a double standard whereby the innocent stakeholders of the corporation's outside professionals are held responsible for the sins of their errant agents while the innocent stakeholders of the corporation itself are not charged with knowledge of their wrongdoing agents. And, of course, the corporation's agents would almost invariably play the dominant role in the fraud and therefore would be more culpable than the outside professional's agents who allegedly aided and abetted the insiders or did not detect the fraud at all or soon enough. The owners and creditors of KPMG and PwC may be said to be...
Public Policy. Landlord shall be deemed to have observed and performed the terms and conditions to be performed by Landlord under this Lease, including those relating to the provision of Utilities, if in so doing it acts in accordance with a directive, policy or request of an Authority acting in the fields of energy, conservation, waste management and disposal, security, the environment or other area of public interest.
Public Policy. To indemnify Indemnitee to the extent that a court of competent jurisdiction has finally determined that such indemnification would be prohibited as contrary to public policy.
Public Policy. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or public policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the "SEC") has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to
Public Policy. As the AFFILIATE pursues its legislative and advocacy agenda, in those instances where the Academy does not have a stated position, policy or policy statement on a given subject area, the AFFILIATE will provide to the AMCP’s Board of Directors sufficient background information on the subject area, and must, in all instances, petition the AMCP’s Board to develop a policy or policy statement on the subject area. It is understood that the AFFILIATE may not represent AMCP or the AFFILIATE in those instances where the AMCP’s Board has not endorsed a position.