Limited Liability and Indemnification definition

Limited Liability and Indemnification. Anti-Takeover Effects of Florida Law" "Description of the Securities," and "Shares Eligible For Future Sale" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects. In addition, such counsel shall state that such counsel has participated in conferences with officials and other representatives of the Company, the Representatives, Underwriters' Counsel and the independent certified public accountants of the Company, at which such conferences the contents of the Registration Statement and Prospectus and
Sample 1

Examples of Limited Liability and Indemnification in a sentence

  • See “Management — Limited Liability and Indemnification of Directors, Officers, Employees and Other Agents” in this offering circular.Transferability of InterestsUnder the Operating Partnership agreement, we intend to provide that may not withdraw from the partnership or transfer or assign all of our general partnership interest without the consent of holders of two-thirds of the limited partnership interests, except in connection with the sale of all or substantially all of our assets.

  • Limited Liability and Indemnification of our Manager and OthersSubject to certain limitations, our operating agreement limits the liability of our Manager, its officers and directors, our sponsor and our sponsor’s shareholder and affiliates, for monetary damages and provides that we will indemnify and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to our Manager, its officers and directors, our sponsor and our sponsor’s shareholder and affiliates.

  • Limited Liability and Indemnification of our Manager and Others Subject to certain limitations, our operating agreement limits the liability of our Manager, its officers, our sponsor and our sponsor’s sole member and affiliates, for monetary damages and provides that we will indemnify and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to our Manager, its officers, our sponsor and our sponsor’s sole member and affiliates.

  • See the section entitled “Management — Limited Liability and Indemnification of Directors, Officers, Employees and Other Agents” in this offering circular.

  • Limited Liability and Indemnification of the Manager and Others Subject to certain limitations, our operating agreement limits the liability of the Manager, its officers and directors, our Sponsor and our Sponsor’s shareholders and affiliates, for monetary damages and provides that we will indemnify and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to the Manager, its officers and directors, our Sponsor and our Sponsor’s shareholders and affiliates.

  • Limited Liability and Indemnification of our Manager and Others Subject to certain limitations, our operating agreement limits the liability of our Manager, its officers and directors, our sponsor and our sponsor’s shareholders and affiliates, for monetary damages and provides that we will indemnify and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to our Manager, its officers and directors, our sponsor and our sponsor’s shareholders and affiliates.

  • Limited Liability and Indemnification of our Manager and Others Subject to certain limitations, our operating agreement limits the liability of our Manager, its officers and directors, our sponsor and our sponsor’s shareholder and affiliates, for monetary damages and provides that we will indemnify and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to our Manager, its officers and directors, our sponsor and our sponsor’s shareholder and affiliates.

  • Certain Anti-Takeover, Limited Liability and Indemnification Provisions Certain provisions in our certificate of incorporation and bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

  • Enforcement and Realisation 15 7.1. Enforcement Proceedings 15 7.2. Additional Right of the Assignee 15 7.3. Diligence, Limited Liability and Indemnification of the Security Agent 16 7.3.1. Diligence 16 7.3.2. Limitation of Liability 16 7.3.3. Indemnification 16 8.

  • Garnett April 20, 2009 Page 9 Management page 47 Limited Liability and Indemnification .

Related to Limited Liability and Indemnification

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Limited liability means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Limited Liability Company Agreement means the Amended and Restated Limited Liability Company Agreement of the Depositor, dated as of March 1, 2001, executed by Ford Credit, as sole member; or the Limited Liability Company Agreement of Ford Credit, dated as of April 30, 2007 and effective on May 1, 2007, as the context requires.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.