Exculpation Etc. 16.1 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 for breach of fiduciary duty as a director of the Company or any such subsidiary; provided, however, that the foregoing shall not eliminate or limit the liability of the Indemnitee for acts of fraud or dishonesty. If Bermuda law or other applicable law shall be amended to permit further elimination or limitation of the personal liability of directors, then the liability of the Indemnitee shall, automatically, without any further action, be eliminated or limited to the fullest extent permitted by Bermuda law or such other applicable law as so amended.
Exculpation Etc. (a) The Agent and the Co-Agents shall be entitled to rely upon the advice of counsel concerning legal matters, and upon this Agreement and the Ancillary Agreements, as well as any schedule, certificate, report, notice or other writing which it believes to be genuine and to have been presented by a proper Person. None of the Agent, any Co-Agent or any of their respective directors, officers, employees or agents shall: (i) be responsible for any recitals, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of, this Agreement, the Ancillary Agreements or any other instrument or document delivered hereunder or thereunder or in connection herewith or therewith; (ii) be responsible for the validity, genuineness, perfection, effectiveness, enforceability, existence, value or enforcement of any collateral security; (iii) be under any duty to inquire into or pass upon any of the foregoing matters, or to make any inquiry concerning the performance by the Borrowers or any other obligor of the Obligations; or (iv) in any event, be liable as such for any action taken or omitted by it or them, except for its own gross negligence or willful misconduct. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, the Agent or any Co-Agent in its individual corporate capacity as a Bank hereunder.
Exculpation Etc. (a) After the Closing Date, the Company Group shall exculpate (to the greatest extent permitted by Law) and shall indemnify, defend and hold harmless, each of the directors, officers and controlling Persons of the Company Group against all Losses arising out of any violations or alleged violations of fiduciary duties of care or loyalty or other fiduciary duties to the Company Group in their capacities as officers, directors or controlling Persons of the Company Group occurring at or prior to the Closing Date to the fullest extent permitted by Law.
Exculpation Etc. The Company and Lorvic hereby exculpate (to the greatest extent permitted by applicable law) and shall indemnify, defend and hold harmless, each of the directors and officers of the Company and Lorvic against all Losses arising out of any violations or alleged violations of fiduciary duties of care or loyalty to the Company or Lorvic in their capacities as officers or directors of the Company occurring at or prior to the Closing Date to the fullest extent permitted under Delaware law.
Exculpation Etc. 64 9.04. RELIANCE ON DOCUMENTS, ETC....................................65 9.05.
Exculpation Etc. (a) For six (6) years following the Closing Date, Purchaser shall cause the Company to fulfill and honor its indemnification obligations to its and its Subsidiaries’ current and former officers and directors in their capacity as such pursuant to the Fundamental Documents (as in effect at least ten (10) days prior to the date of this Agreement) and pursuant to any indemnity agreements between the Company and its and its Subsidiaries’ current and former officers and directors in their capacity as such approved by the Board of Directors of the Company and the Sellers (each as in effect at least ten (10) days prior to the date of this Agreement and provided that such indemnity agreements have been delivered to Purchaser).
Exculpation Etc. 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 for breach of fiduciary duty as a director of the Company or any such subsidiary; provided, however, that the foregoing shall not eliminate or limit the liability of the Indemnitee for acts of fraud or dishonesty. If Bermuda law or other applicable law shall be amended to permit further elimination or limitation of the personal liability of directors, then the liability of the Indemnitee shall, automatically, without any further action, be eliminated or limited to the fullest extent permitted by Bermuda law or such other applicable law as so amended. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company or any of its subsidiaries against Indemnitee or Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives, administrators or assigns after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period, provided that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.
Exculpation Etc. (a) After the Closing Date, the Company shall exculpate (to the greatest extent permitted by Applicable Law) and shall indemnify, defend and hold harmless, each of the directors, officers and controlling Persons of the Company and its Subsidiaries (each of them acting in such capacity at or prior to the Closing) against all Losses arising out of any violations or alleged violations of fiduciary duties of care or loyalty or other fiduciary duties to the Company in their capacities as officers, directors or controlling Persons of the Company occurring at or prior to the Closing Date to the fullest extent permitted under Applicable Law.
Exculpation Etc. (a) For six (6) years following the Closing Date, Parent shall cause the Company to fulfill and honor its indemnification obligations to its and its Subsidiaries’ current and former officers and directors in their capacity as such pursuant to the Fundamental Documents (as in effect at least ten (10) days prior to the date of this Agreement) and pursuant to any indemnity agreements between the Company and its and its Subsidiaries’ current and former officers and directors in their capacity as such approved by the Board of Directors of the Company and the Company Stockholders (each as in effect at least ten (10) days prior to the date of this Agreement and provided that such indemnity agreements have been delivered to Parent).
Exculpation Etc. (a) After the Closing, the Target Companies shall exculpate (to the greatest extent permitted by applicable Law) and shall indemnify, defend and hold harmless, each of the members, managers, officers and controlling Persons of the Target Companies (each of them acting in such capacity at or prior to the Closing) against all Damages with respect to all acts and omissions by them, or arising out of any violations or alleged violations of the fiduciary duty of care to the Target Companies (excluding willful misconduct), as the case may be, in their capacities as members, managers, officers or controlling Persons of the Target Companies, as the case may be, occurring at or prior to the Closing to the extent such persons had the right to be exculpated by the Target Companies prior to the Closing. Purchaser agrees that all rights of such Persons to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date if and as provided in the respective Fundamental Documents of the Target Companies are now in effect, and along with any other indemnification agreements or arrangements of the Target Companies shall survive the Closing Date and shall continue in full force and effect in accordance with their terms.
