Directors’ liability. The Insurance may exclude liability of the Insurer to indemnify any natural person in their capacity as a director or officer of a company, other than an administration, nominee, service or trustee company in respect of which coverage is required to be extended pursuant to these Minimum Terms and Conditions, except that:—
(a) the Insurance must cover any liability of that person which arises from a breach of duty in the performance of or failure to perform Legal Services, and
(b) the Insurance must cover each other Insured against any vicarious or joint liability.
Directors’ liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the General Corporation Law of the State of Delaware, or (4) for any transaction from which the director derived an improper personal benefit. Any amendment or repeal of this Article IX shall not adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware shall be amended, to authorize corporate action further eliminating or limiting the liability of directors, then a director of the Corporation, in addition to the circumstances in which he is not liable immediately prior to such amendment, shall be free of liability to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.
Directors’ liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of this provision shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
Directors’ liability. The Purchaser shall procure that the resigning members of the board of directors of the Swiss Subsidiary be discharged from any liability as directors of the Swiss Subsidiary as soon as possible following the Closing and, in any event, at the next ordinary shareholders' meeting of the Swiss Subsidiary. The Purchaser shall not, and shall procure that none of its Affiliates (including, from the Closing Date, the Swiss Subsidiary) will, at any time, raise or make (including by way of set-off) any claim or take any legal action against any of the members of the board of directors resigning on or before the Closing on account of any act or omission by any of them during their term of office, under Swiss law including, without limitation, in accordance with article 752 Swiss Code of Obligations, except for willful breaches prior to the Closing of their fiduciary duties which damaged the Swiss Subsidiary. With the exception of the foregoing, any such (potential) claims (whether or not known at the date hereof) are hereby unconditionally and irrevocably waived by the Purchaser on its own behalf, and Purchaser will cause its Affiliates (including, as from the Closing Date, the Swiss Subsidiary) to unconditionally and irrevocably waive such claims.
Directors’ liability. The obligations of FAC and the Operating Partnership hereunder are intended to be binding are binding only on the assets of FAC and the Operating Partnership, respectively, and no Contributor or Constituent Partnership nor anyone claiming by or through or under such Contributor or Constituent Partnership shall be entitled to obtain any judgment creating personal liability on the part of any directors, shareholders, the officers or partners in or of FAC or the Operating Partnership from time to time.
Directors’ liability. This reform is continuing to be implemented. The final milestone for Directors’ Liability reform requires all jurisdictions to develop a legislative plan for the agreed reforms and to introduce legislation by December 2012. Legislation to give effect to this reform has been passed by the Commonwealth, NSW, Victoria and the ACT, and introduced in Qld, SA and Tasmania.
Directors’ liability. The Certificate of Incorporation or By-laws of the Company will, at all times during which any nominee of the Holders serves as a director of the Company, provide for indemnification of the directors of the Company and limitations on the liability of the directors of the Company to the fullest extent permitted under applicable state law.
Directors’ liability. A copy of the Articles of Incorporation --------------------- of the Company is on file with the Secretary of State of the State of Maryland, [and notice is hereby given that this instrument is executed on behalf of the Directors of the Company as Directors and not individually and that the obligations of this instrument are not binding upon any of the Directors, officers or Shareholders of the Company individually, but binding only upon the assets and property of the Company].
Directors’ liability. 5.1 Director’s liability may be engaged in case he/she fails to observe the legal provisions, Company’s Articles of Association, Company’s internal regulations, the present Contract and the decisions made by the Company’s corporate bodies.
5.2 In case that, without being entitled to, the Director is substituted by another person, the Director and the respective person will be jointly liable for eventual damages caused to the Company.
5.3 The Director will be liable towards the Company for damages caused by the acts performed by the managers or employees, when the damage had not taken place if the Director would have exercised the supervision imposed by his/her duties.
5.4 The liability for the acts performed or for omissions does not extend to the Director in case the Director had his/her opposition recorded in the register of the decisions made by the Board of Directors and informed accordingly, in writing, the internal auditors and the financial auditor.
Directors’ liability. In the event that the Clinic ceases to be an incorporated body, no Director shall be held individually liable for any amounts payable under Articles 19.01 and 19.
