Duty of Care and Loyalty. Except as otherwise required by law, none of the Investment Manager, or any its affiliated persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “Indemnified Person” and, collectively, the “Indemnified Persons”) shall be liable, responsible or accountable in damages or otherwise to the Company, any shareholder or any other person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s capacity as a shareholder, if applicable) in connection with the establishment, management or operations of the Company or the management of its assets (including those in connection with serving on boards of directors of, or creditors’ committees for, any Investment); provided that the foregoing exculpation shall not apply to any act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s duty to the Company or such shareholder, as the case may be (such conduct, “Disabling Conduct”). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of the Company for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.
Duty of Care and Loyalty. 3 4. Indemnification......................................................4
Duty of Care and Loyalty. Without limiting the applicability of Section 5.1(d) or any other provision of this Agreement, the following provisions will be applicable to the Board and to the Directors in their capacity as Directors:
(1) the Board and the Directors and the decisions of the Board will have the benefit of the business judgment rule to the same extent as the Board, the Directors and the decisions would have the benefit of the rule if the Board were a board of directors of a Delaware corporation; and
(2) the Board and the Directors will have the same duties of care and loyalty as they would have if they were a board of directors and directors of a Delaware corporation but in no event will any member of the Board be liable for any action or inaction for which this Agreement expressly waives liability for the Director.
Duty of Care and Loyalty. The Investment Manager shall not be liable, responsible or accountable in damages or otherwise to the Company or any shareholder for any loss, liability, damage, settlement, costs, or other expense (including reasonable attorneys' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by the Investment Manager and its employees, partners and affiliates, in connection with the establishment, management or operations of the Company or its investments (including in connection with serving on creditors' committees and boards of directors for companies in the Company's portfolio) unless such act or failure to act arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of the Investment Manager's duty to the Company or its shareholders, as the case may be (such conduct, "Disabling Conduct"). Subject to the foregoing, all such Persons shall look solely to the Assets (including, without limitation, the Unfunded Commitments) for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any indemnitee is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such indemnitee shall not, on account thereof, be held to any personal liability.
Duty of Care and Loyalty. All work assigned to the Employee shall be performed carefully and conscientiously and in compliance with any instructions given by the Employer. The Employee shall safeguard the legitimate interests of the Employer in good faith and refrain from all damaging actions and in particular refrain from, statements and actions which may damage the Employer’s reputation. Further the Employee shall refrain from any activity which would establish competition with the Employer and refrain from soliciting any customers and/or employees away from the Employer.
Duty of Care and Loyalty. The Employee shall diligently and carefully perform the work assigned to him and shall observe in good faith directives and specific instructions given to him. The Employee acknowledges that his management function requires a higher degree of loyalty to the Company. The Employee is expected to invest his entire work to the benefit of the Company and to refrain from any activities which could have an adverse effect on or conflict with the Company's or its affiliates' interests or the Employee's performance. Employment Agreement by and among Telix Pharmaceuticals and Xxxxxxx Xxxxxx In case of any conflict between personal and the Company's or its affiliates' interests, the Employee undertakes to observe the Company's interest, in particular with respect to the exercise of a public office. In particular, the Employee agrees that he will: – directly or indirectly advise, serve as a president, member of the Board of Directors, employee, agent etc. or perform duties for another firm, person, company or another organization (against payment or without payment) only after having been granted the prior written permission of the Company; – not possess an equity investment of more than 5% of the voting capital of any third company with which the Company or any affiliate of the Company has business relations or is in competition with; – not accept any payments, gifts, loans or other benefits in connection with his services under this Employment Agreement, except for usual complementary gifts of low value at the end of the year or at closing of a project; – not proceed to private investments or build up business relations on his behalf and for own account which may compromise the interests of the Company and its affiliates.
Duty of Care and Loyalty. Without limiting the applicability of Section 5.1(d) or any other provision of this Agreement, the following provisions will be applicable to the Board and to the Directors in their capacity as Directors:
(1) the Board and the Directors and the decisions of the Board will have the benefit of the business judgment rule to the same extent as the Board, the Directors and the decisions would have the benefit of the rule if the Board were a board of directors of an Illinois corporation and the Directors were directors; and
(2) the Board and the Directors will have the same duties of care and loyalty as they would have if they were a board of directors and directors of an Illinois corporation, but in no event will any member of the Board be liable for any action or inaction for which this Agreement expressly waives liability for the Director.
Duty of Care and Loyalty. The employee shall carefully perform the work assigned to him, and loyally safeguard the employer‘s legitimate interests. He shall operate the employer‘s machinery, tools, technical equipment, installa- tions, and vehicles in a workmanlike manner, and handle them carefully, as well as any materials given to him for the performance of his work. During the employment relationship, the employee may not perform work against remuneration for third parties to the extent such work violates his duty of loyalty, or, in particular, to the extent it competes with his employer. In the course of an employment relationship, the employee may not make use of or inform others of any facts to be kept confidential, such as, in particular, manufacturing or business secrets that come to his knowledge while in the employer‘s service. Also, after termination of the employment relationship, he shall continue to be bound to secrecy to the extent required to safeguard the employer‘s legitimate interests.
Duty of Care and Loyalty. The Employee shall carefully perform the duties assigned to him and loyally pursue and protect the Employer’s interests.
Duty of Care and Loyalty. The Employee shall diligently and carefully perform the work assigned to him and shall observe in good faith directives and specific instructions given to him. The Employee acknowledges that his management function requires a higher degree of loyalty to the Company and the ADC Therapeutics Group. Subject to the Approved Additional Activities, the Employee is expected to invest his entire work to the benefit of the Company and the ADC Therapeutics Group and to refrain from any activities which could have an adverse effect on or conflict with the Company's interests, the interests of the ADC Therapeutics Group or the Employee's performance. In case of any conflict between personal and the Company's interests or interests of the ADC Therapeutics Group, the Employee undertakes to observe the Company's interests or the inter ests of the ADC Therapeutics Group, in particular with respect to the exercise of a public office. In particular, the Employee agrees that he will not: directly or indirectly advise, serve as a president, member of the board of directors, em ployee, agent etc. or perform duties for another firm, person, company or another organi zation (against payment or without payment) without having been granted the prior writ ten permission of the Company. During garden leave the permission requirement is re placed by the Employee's obligation to keep the Company informed about such activities; possess an equity investment of more than 10% of the voting capital of or any other form of interest in any third company with which the Company or any affiliate of the Company (hereinafter the Affiliated Company) has business relations or is in competition with; accept any payments, gifts, loans or other benefits in connection with his services under this Employment Agreement, except for usual complementary gifts of low value at the end of the year or at the closing of a project;
