Director Indemnity Sample Clauses
POPULAR SAMPLE Copied 1 times
Director Indemnity. The Company shall have received a written ------------------ statement signed by the President of Parent that Parent will honor all obligations of the Company under Article VIII of the Company's Amended and Restated Bylaws pertaining to indemnification of a corporate agent as that term is defined in such Article; provided, however, such commitment to honor -------- ------- Company's indemnification obligations shall only be applicable to events or actions on the part of such corporate agent occurring or taken prior to the Closing Date.
Director Indemnity. The Company will not adopt any changes or amendments to its charters and bylaws provisions reducing the level of indemnification provided to its officers and directors.
Director Indemnity. The Company and each of its Subsidiaries will adopt and maintain in its charter and bylaws provisions indemnifying each of its directors nominated by, or affiliated with, the Majority Purchasers to the fullest extent permitted by law.
Director Indemnity. (a) This Special Condition applies where the purchaser is a corporation other than a corporation listed on an Australian Stock Exchange.
(b) The directors of the purchaser are:
(1) and
(2) and (3) . hereinafter referred to as the guarantors.
(c) In consideration of the vendor entering this contract, the guarantors guarantee to the vendor, the payment of all money payable by the purchaser and the performance of all the purchaser's obligations under this Contract.
(d) The guarantors indemnify the vendor against any claim, action, loss, damage, costs, liability, expense or payment of the vendor arising from any breach or default by the purchaser or its obligations under this contract and will pay on demand any money due to the vendor under this indemnity.
(e) The guarantors are jointly and severally liable with the purchaser to the vendor for the performance of the purchaser's obligations under this Contract and any damage incurred by the vendor in respect of the vendor's exercise of any right under this Special Condition.
(f) Where the vendor transfers or assigns the benefits of this contract, the transferee receives the benefit of the guarantee under this Special Condition.
(g) The obligations of the guarantors are not released, discharged or otherwise affected by:
(1) the granting of any time, waiver, covenant not to sue or other indulgence;
(2) the release or discharge of any person;
(3) an arrangement, composition or compromise entered into by the vendor, the purchaser or the guarantors or any other person;
(4) any moratorium or other suspension of the right, power, authority, discretion or remedy conferred on the vendor by this contract, any statute or a court;
(5) payment to the vendor, including payments which are after the payment date is illegal, void, voidable or unenforceable; or
(6) the winding up of the purchaser.
(h) This Special Condition binds the guarantors, their executors, administrators and assigns.
(i) This Special Condition operates as a deed between the vendor and the guarantors.
Director Indemnity. For the avoidance of doubt, any director designated by the Advisor or any of its affiliates who is serving on the Company’s board of directors shall not be entitled to seek indemnification under this Agreement in his or her capacity as a director of the Company; those directors instead will be entitled to indemnification provided under applicable law, pursuant to the Company’s organizational documents, and any other contractual arrangements applicable to those directors.
Director Indemnity. So long as any director designated by an Investor serves on the Board, the Company’s Articles of Incorporation and Bylaws, as such may be amended from time to time, shall provide for indemnification and exculpation of the directors of the Company to the fullest extent permitted pursuant to applicable law.
Director Indemnity