Directors Indemnity Clause Samples

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. 2.6.1. The Company hereby indemnifies any of the Directors, and the observers, to the full extent permitted by law and by the Articles of Association of the Company in effect and in accordance with the terms of the indemnification agreements which are or will be executed between the Company and each of its directors and observers.

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. 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. 2.6.1. The Company hereby indemnifies any of the Directors, and the observers, to the full extent permitted by law and by the Articles of Association of the Company in effect and in accordance with the terms of the indemnification agreements which are or will be executed between the Company and each of its directors and observers. 2.6.2. Without derogating from Section 2.6.1 above, the Company hereby acknowledges that a Preferred Director may have certain rights to indemnification, advancement of expenses and/or insurance provided by its appointee (i.e., Vitalife, IHCV) (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Preferred Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Preferred Director are secondary and excess), (b) that it shall be required to advance the full amount of expenses incurred by such Preferred Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Preferred Director to the extent legally permitted and as required by the Articles of Association of the Company in effect (or any agreement between the Company and such Preferred Director), without regard to any rights such Preferred Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof as such other recovery arises out of or is related to indemnification or advancement of expenses by the Company. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Preferred Director with respect to any claim for which such Preferred Director has sought indemnification from the Company shall affect the foregoing. Nothing in the foregoing shall affect Indemnitee’s right to pursue indemnification and advancement of expenses from any available source, but Indemnitee shall attempt in good faith to first obtain indemnification and advancement of expenses from the Company before pursuing Fund Indemnitors. Fund Indemnitors shall have a right to pursue Company for all sums Fund Indemnitors advance as expenses or pay as indemnity, as a breach of ...

Directors Indemnity. To the maximum extent permitted by law, the Company indemnifies each Director against all losses incurred by such Director in connection with the performance of his duties as a Director, including in defending any claim or proceedings against such Director where: (a) judgment (or equivalent) is given in favour of the Director; or (b) the Director is acquitted (or equivalent).

Directors Indemnity. No director shall bear any personal liability for actions performed as a director. The Company shall indemnify directors against claims and liability that have arisen due to the appointment of that director, on the condition that any action or inaction on the part of such director that triggered the aforementioned compensation or liability does not comprise willful misconduct, serious neglect or breach of the Articles of Association and/or any mandatory provisions of PRC laws and regulations.

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.