Directors Indemnity. Subject to the provisions of and to the extent permitted by applicable law, the parties shall ensure that each Director (including, the Chairman) is indemnified out of the assets of the Company against any liability incurred by him/her in the valid execution or discharge of his/her duties or the valid exercise of his/her powers in connection with his/her duties, powers or office, but this indemnity shall not apply to any liability to the extent that it is recovered from any other person or in the case of a Director’s (including, a Chairman’s) own fraud, wilful default, gross negligence or dishonesty.
Directors Indemnity. The Company and the Principal jointly and severally agree to fully indemnify and hold harmless the GigaMedia Nominees, and release them from any and all loss, damage, costs, actions, claims, liabilities, proceedings, demands, risks, charges and/or expenses of whatsoever nature and howsoever arising whether direct, indirect, joint, several, actual, contingent or otherwise arising from their tenure as directors of the Company, except where such loss or damage results from any action or inaction of such director constituting willful misconduct, gross negligence or violation of applicable criminal laws. The indemnity set out in this Section 6.1 shall survive Closing.
Directors Indemnity. (a) When you sign this Agreement as a director or officer of a body corporate, you agree to indemnify us against any liability incurred as a consequence of any transaction on any Trading Account established by that body corporate. You also agree to indemnify us from any liability or loss arising from, and any costs, damages, charges and expenses incurred in connection with:
(1) any failure by that body corporate to pay us any monies which are due and payable by the body corporate to us; and
(2) any failure by the body corporate to fulfil its obligations to us.
(b) If more than one person executes this Agreement as a director or officer of a body corporate, they each are jointly and severally liable for any monies payable to us by the body corporate.
(c) Each indemnity in this Agreement is a continuing obligation, which is independent and separate from your other obligations under this Agreement.
Directors Indemnity. The Company shall have entered into an Indemnity Agreement with the director appointed by Wellington Partners Ventures III Technology Fund, L.P. (“Wellington”) in the form attached hereto as Schedule 4.12.
Directors Indemnity. (a) When you sign this Agreement as a director or officer of a body corporate, you agree to indemnify us against any liability incurred as a consequence of any transaction on any Trading Account established by that body where to do so would contravene that statute or cause any part of this Agreement to be void. We exclude all conditions, warranties or terms implied by statute, general law or custom except to the extent that such exclusion would contravene any statute or cause this provision to be void. Our liability for a breach of any provision implied by law which cannot be excluded is limited to the supplying of the services again, or paying you the cost of supplying the services again, at our discretion.
Directors Indemnity. A JV Company shall indemnify each of its Directors in the form set forth in Schedule D, from and against all liabilities, costs, charges and expenses arising as a result of each of its Directors’ role, capacity or actions as such, including each amount paid to settle an action or satisfy a judgment incurred by such Director in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a Director, provided:
(1) the Director acted honestly and in good faith with a view to the best interests of the JV Company; and
(2) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Director had reasonable grounds for believing that his or her conduct was lawful.
Directors Indemnity. 7.1 The Shareholders shall procure that the Company shall indemnify each of the Directors against all costs and expenses reasonably incurred or paid by any of them in relation to any claim, dispute or other proceedings (or settlement thereof) in which they may become involved (whether as a party or otherwise) in their capacity as a director (or former director) of the Company.
7.2 The Company shall not be required to make any payment under the indemnity in paragraph 7.1 where:
(a) the liability to the Company or their Shareholders has arisen as a result of the Director's wilful misconduct or gross negligence, as the case may be;
(b) the Director has not acted in good faith; or
(c) the indemnity is not permitted by applicable Law.
7.3 The rights conferred by this paragraph 7:
(a) do not prejudice any rights to which any director of the Company may be entitled by Law;
(b) are unconditional and continuing;
(c) shall apply to indemnify the relevant person despite that person ceasing to hold any position in the Company; and
(d) are not to be taken to be wholly or partially discharged by payment of any amounts under this Agreement or by any other matter.
Directors Indemnity. Subject to the provisions of and to the extent permitted by applicable law, the parties shall ensure that each Director is indemnified out of the assets of XxxXx against any liability incurred by him/her in the valid execution or discharge of his/her duties or the valid exercise of his/her powers in connection with his/her duties, powers or office, but this indemnity shall not apply to any liability to the extent that it is recovered from any other person.
Directors Indemnity. The Joint Venture Company shall indemnify the directors and hold them harmless from any liability in connection with the Joint Venture Company's affairs arising out of the proper exercise of their responsibilities as a Director.
Directors Indemnity. 1. In the event that the entity invoiced by us for our services is unable to discharge its liabilities to us, then the entity’s Directors or Trustees agree to personally indemnify us for any such liability.
