Exculpation Etc. 11.1 Indemnitee shall not be personally liable to the Company or any of its subsidiaries or to the shareholders of the Company or any such subsidiary for monetary damages for breach of fiduciary duty as a director of the Company or any such subsidiary; provided, however, that the foregoing shall not eliminate or limit the liability of the Indemnitee for acts of fraud or dishonesty. If Bermuda law or other applicable law shall be amended to permit further elimination or limitation of the personal liability of directors, then the liability of the Indemnitee shall, automatically, without any further action, be eliminated or limited to the fullest extent permitted by Bermuda law or such other applicable law as so amended.
11.2 No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company or any of its subsidiaries against Indemnitee or Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives, administrators or assigns after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period, provided that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.
Exculpation Etc. (a) The Agent shall be entitled to rely upon the advice of counsel concerning legal matters, and upon this Agreement and the Ancillary Agreements, as well as any schedule, certificate, report, notice or other writing which it believes to be genuine and to have been presented by a proper Person. None of the Agent, any Co-Agent or any of their respective directors, officers, employees or agents shall: (i) be responsible for any recitals, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of, this Agreement, the Ancillary Agreements or any other instrument or document delivered hereunder or thereunder or in connection herewith or therewith; (ii) be responsible for the validity, genuineness, perfection, effectiveness, enforceability, existence, value or enforcement of any collateral security; (iii) be under any duty to inquire into or pass upon any of the foregoing matters, or to make any inquiry concerning the performance by the Borrower or any other obligor of the Obligations; or (iv) in any event, be liable as such for any action taken or omitted by it or them, except for its own gross negligence or willful misconduct. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, the Agent or any Co-Agent in its individual corporate capacity as a Lender hereunder.
(b) As to any matters not expressly set forth in this Agreement or any Ancillary Agreement as a function or responsibility of the Agent, the Agent shall not be required to exercise any discretion or take any action, except that the Agent may, in its sole discretion, act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, the Required Facility A Lenders, or the Required Facility B Lenders, as applicable, and such instructions shall be binding upon the Agent and also on all Lenders, the Facility A Lenders and the Facility B Lenders, respectively. If, with respect to a proposed action to be taken by it, the Agent shall determine in good faith that the provisions of this Agreement or any Ancillary Agreement relating to the functions or responsibilities or discretionary powers of the Agent are or may be ambiguous or inconsistent, the Agent may so notify the Facility A Lenders and/or the Facility B Lenders, as appropriate (identifying the proposed action and the provisions that...
Exculpation Etc. (a) After the Closing Date, the Company Group shall exculpate (to the greatest extent permitted by Law) and shall indemnify, defend and hold harmless, each of the directors, officers and controlling Persons of the Company Group against all Losses arising out of any violations or alleged violations of fiduciary duties of care or loyalty or other fiduciary duties to the Company Group in their capacities as officers, directors or controlling Persons of the Company Group occurring at or prior to the Closing Date to the fullest extent permitted by Law.
(b) The Company Group shall obtain a prepaid tail policy (the “Tail Policy”) reasonably acceptable to Buyer and Sellers, which policy provides the Persons who are presently or were previously covered by the Company Group’s officers’ and directors’ liability insurance policies with respect to actions and omissions occurring prior to and on the Closing Date with directors and officers liability insurance, on terms which are no less favorable to such Persons than the terms of such current insurance in effect for the Company Group prior to Closing for a period ending on the sixth anniversary of the Closing Date. Buyer and Sellers shall share equally the cost of obtaining the Tail Policy.
Exculpation Etc. (a) For six (6) years following the Closing Date, Purchaser shall cause the Company to fulfill and honor its indemnification obligations to its and its Subsidiaries’ current and former officers and directors in their capacity as such pursuant to the Fundamental Documents (as in effect at least ten (10) days prior to the date of this Agreement) and pursuant to any indemnity agreements between the Company and its and its Subsidiaries’ current and former officers and directors in their capacity as such approved by the Board of Directors of the Company and the Sellers (each as in effect at least ten (10) days prior to the date of this Agreement and provided that such indemnity agreements have been delivered to Purchaser).
(b) The provisions of this Section 5.8 are intended to be for the benefit of, and will be enforceable by, each such Person entitled to indemnification, his or her heirs and his or her representatives.
Exculpation Etc. The Company and Lorvic hereby exculpate (to the greatest extent permitted by applicable law) and shall indemnify, defend and hold harmless, each of the directors and officers of the Company and Lorvic against all Losses arising out of any violations or alleged violations of fiduciary duties of care or loyalty to the Company or Lorvic in their capacities as officers or directors of the Company occurring at or prior to the Closing Date to the fullest extent permitted under Delaware law.
Exculpation Etc. (a) After the Closing Date, the Company shall exculpate (to the greatest extent permitted by Applicable Law) and shall indemnify, defend and hold harmless, each of the directors, officers and controlling Persons of the Company and its Subsidiaries (each of them acting in such capacity at or prior to the Closing) against all Losses arising out of any violations or alleged violations of fiduciary duties of care or loyalty or other fiduciary duties to the Company in their capacities as officers, directors or controlling Persons of the Company occurring at or prior to the Closing Date to the fullest extent permitted under Applicable Law.
(b) The provisions of this Section 8.08 are intended to be for the benefit of, and will be enforceable by, each such Person entitled to indemnification, his or her heirs and his or her representatives.
Exculpation Etc. The Trustee need only perform such duties as are specifically set forth in this Agreement and no covenants or obligations to any Person shall be implied in this Agreement that are adverse to the Trustee. The Trustee, the Trust, and each of their respective members, attorneys, advisors or agents, shall (a) not have or incur any liability to any Person (including the VEBA and any holder of the Company’s loans or securities) for any act or omission in connection with, or arising out of, the administration of the Trust or any other actions taken or not taken in connection with this Agreement, including with respect to any votes cast or not cast, and any transfer of Shares pursuant to Section 3.1(c) of this Agreement (including, without limitation, with respect to the timing thereof, the amount of consideration received therefore and the process pursuant to which the Trustee determined the fair market value of the Shares), unless such act or omission constitutes fraud, gross negligence or willful misconduct on its part as determined by a final, non-appealable order of a court of competent jurisdiction, (b) be entitled to rely in good faith upon the advice of counsel with respect to their duties and responsibilities under the Trust and this Agreement, and (c) be fully protected in, and shall not have or incur any liability for, acting or in refraining from acting, in accordance with such advice. The Trustee shall be exempt from obtaining or giving any bond or other security for the discharge of its duties under this Agreement. No amendment or repeal of this section shall adversely affect any right or protection of the Trustee, the Trust, or any of their respective members, attorneys, advisors or agents that exists at the time of such amendment or repeal without the written consent of such adversely affected person or entity.
Exculpation Etc. 64 9.04. RELIANCE ON DOCUMENTS, ETC....................................65 9.05.
Exculpation Etc. (a) After the Closing, the Target Companies shall exculpate (to the greatest extent permitted by applicable Law) and shall indemnify, defend and hold harmless, each of the members, managers, officers and controlling Persons of the Target Companies (each of them acting in such capacity at or prior to the Closing) against all Damages with respect to all acts and omissions by them, or arising out of any violations or alleged violations of the fiduciary duty of care to the Target Companies (excluding willful misconduct), as the case may be, in their capacities as members, managers, officers or controlling Persons of the Target Companies, as the case may be, occurring at or prior to the Closing to the extent such persons had the right to be exculpated by the Target Companies prior to the Closing. Purchaser agrees that all rights of such Persons to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date if and as provided in the respective Fundamental Documents of the Target Companies are now in effect, and along with any other indemnification agreements or arrangements of the Target Companies shall survive the Closing Date and shall continue in full force and effect in accordance with their terms.
(b) For a period of at least six (6) years commencing from the Closing Date, the Target Companies shall maintain officers’ and directors’ liability insurance covering the Persons who are, as of and prior to the Closing Date, covered by the Target Companies’ officers’ and directors’ liability insurance policies with respect to actions and omissions occurring prior to and on the Closing Date, on terms which are no less favorable to such Persons than the terms of such current insurance in effect for the Target Companies prior to the Closing, and such insurance shall name such Persons as “loss payees”. The cost of such insurance required pursuant to this Section 5.9(b) shall not exceed 150% of the current amount and shall be borne equally by each of Purchaser and the Sellers. In the event that any Person is or would have been entitled to coverage under an officers’ and directors’ liability insurance policy pursuant to this Section 5.9(b) and such policy has lapsed, not been purchased, terminated or is otherwise in breach or default or affords lesser coverage than is required by this Section 5.9(b) as a result of the Target Companies’ failure to maintain and fulfill their obligations pursuant to this Section or for a...
Exculpation Etc
