Release of officers and directors Sample Clauses

Release of officers and directors. Subject to the Corporations Act, none of the past, present or future officers and directors of the parties will be liable for anything done or purported to be done in connection with the Scheme or any transaction contemplated by this agreement in good faith, but nothing in this clause excludes any liability that may arise from wilful misconduct or bad faith on the part of such a person. Each party receives and holds the benefit of this release, as agent for its directors and officers.
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Release of officers and directors. Buyer and Parent shall release, on behalf of themselves and each of the Companies, each of the individual directors and officers of Shareholder and its Subsidiaries from any and all claims by Buyer, Parent or any of their Subsidiaries with respect to any action taken or the failure to take any action prior to the date of this Agreement, by or in their capacity as officers or directors of Shareholder or any of its Subsidiaries. Notwithstanding the foregoing, this Section 7.6 shall not limit any rights that Buyer or any Affiliate of Buyer has against Shareholder pursuant to the terms of this Agreement or any other Transaction Document.
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Release of officers and directors. At the Closing, Purchaser will cause the Company or the applicable Company Subsidiary to release, effective as of the Closing, each current or former director or officer of the Company or any Company Subsidiary from all liabilities and obligations as a director and/or officer (other than for fraud, illegality or willful misconduct), for all actions performed by such director or officer in his or her capacity as such, pursuant to a release or releases in form and substance reasonably satisfactory to Seller and Purchaser; provided that (i) all current officers and directors who are not Continuing Company Employees provide reciprocal releases of the Company, Purchaser and their respective Affiliates and (ii) the Company shall retain any rights it otherwise would have against such officers and directors that are required to defend third party claims or governmental investigations, inquiries or proceedings including those required by an insurer to be assigned to such insurer as subrogee in connection with any insurance claim paid to or on behalf of the Company that arise from such third party claims or governmental investigations, inquiries or proceedings; and provided further that no such release shall have any effect with respect to any claims the Company may have against any current or former officer or director that relate to or arise out of legal proceedings relating to the financial collapse of Capital Consultants LLC.
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Release of officers and directors. (a) Subject to the Corporations Act, none of the past, present or future officers and directors of Anatolia will be liable for anything done or purported to be done in connection with the Schemes or any transaction contemplated by this agreement in good faith, but nothing in this clause excludes any liability that may arise from wilful misconduct or bad faith on the part of such a person. Xxxxxxxx receives and holds the benefit of this release, as agent for its directors and officers.
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Release of officers and directors. Subject to section 199A of the Act (where applicable), no officer, director, adviser or employee of a party will be liable to a party for anything done, purported to be done or not done in connection with preparing and providing the information or documents provided under this Deed, to a party in good faith. Nothing in this clause excludes such officers, directors, advisers and employees from any liability which may arise from their wilful misconduct on the part of such a person. Each party receives and holds the benefit of this release, to the extent it relates to its officers, directors, advisers and employees, as agent for them.
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Release of officers and directors. (a) Subject to section 199A of the Corporations Act, none of the directors, officers or employees of Cytopia will be liable to YM, any YM Indemnified Parties or Cytopia for anything done or purported to be done in connection with the Schemes or any transaction contemplated by this agreement, save that nothing in this clause shall exempt any such person from any liability that may arise from wilful misconduct, fraud or bad faith on the part of such a person. Cytopia receives and holds the benefit of this release on trust for its directors, officers and employees.
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Release of officers and directors. Each of Corporation and 113 shall have signed a release in favour of all its resigning officers and directors releasing them in such capacities from all claims or potential claims for any period prior to the Closing, in a form satisfactory to Vendors’ Representative, acting reasonably.
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Release of officers and directors. (a) Subject to the Corporations Act, none of the past or present officers and directors of SunRice will be liable for anything done or purported to be done in connection with the Scheme or any transaction contemplated by this agreement in good faith, but nothing in this clause excludes any liability that may arise from wilful misconduct or from such person not having acted in good faith. XxxXxxx receives and holds the benefit of this release, as agent for its directors and officers.
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Related to Release of officers and directors

  • Resignation of Officers and Directors The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.

  • Duties of Officers and Directors Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Board of Directors by the Officers of the Company and by members of the Board of Directors of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its officers and directors, respectively.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Indemnification of Officers and Directors (a) From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, fiduciary or agent of Parent or the Company and their respective Subsidiaries, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director, officer, fiduciary or agent of Parent or of the Company, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under applicable Law. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation, jointly and severally, upon receipt by Parent or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Interests of Officers and Directors Except AS DISCLOSED HEREIN, None of the officers or directors of Buyer has any interest in any property, real or personal, tangible or intangible, including intellectual property, used in or developed by the business of Buyer, or in any supplier, distributor or customer of Buyer, or any other relationship, contract, agreement, arrangement or understanding with Buyer, except for the normal ownership interests of a shareholder and employee rights.

  • Resignation of Officer and Director Positions The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive resigning from all officer and director positions with all members of the Company Group and the Executive executing any documents the Company may require in connection with the same.

  • Officers and Directors of Surviving Corporation The officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or director or until their respective successors are duly elected and qualified, as the case may be.

  • INDEMNIFICATION OF OFFICERS AND MANAGERS The Company shall indemnify its officers and managers against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the Company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Company or amounts paid in settlement to the Company. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification shall not be exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers or managers.

  • Officers and Directors of the Surviving Corporation (a) The directors of the Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, and they shall hold office until their respective successors are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws as in effect from time to time of the Surviving Corporation.

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