IMMUNITY OF OFFICERS, SHAREHOLDERS AND DIRECTORS Sample Clauses

IMMUNITY OF OFFICERS, SHAREHOLDERS AND DIRECTORS. 41 12.01 Immunity of Officers, Shareholders and Directors....................41
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IMMUNITY OF OFFICERS, SHAREHOLDERS AND DIRECTORS. The obligations on the part of the Company and the Guarantor contained herein are solely corporate obligations, and accordingly no recourse under or upon any obligation, covenant or agreement contained in this Agreement or under any judgement obtained against the Company or the Guarantor, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances under or independently of this Indenture, shall be had against any shareholder, officer or director, past, present or future, of the Company or the Guarantor (excluding the Company as a Shareholder of the Guarantor) or of any successor corporation, either directly or through the Company or the Guarantor or otherwise for payment for or to the Company or the Guarantor or any receiver, liquidator, trustee or sequestrator thereof or for or to the holder of any Agreement issued hereunder, or otherwise, of any sum that may be due and unpaid by the Company hereunder or upon or under any such Loan and any and all personal liability of every nature and kind, whether at common law or in equity or by statute or by constitution or otherwise, of any such shareholder, officer or director on account of this Agreement or on account of the Loans and indebtedness represented thereby, is hereby expressly waived and released as a condition of and as part of the consideration for the execution of this Agreement and the issue of the Loans.
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IMMUNITY OF OFFICERS, SHAREHOLDERS AND DIRECTORS. The obligations on the part of the Bank expressed herein and in the Debentures and coupons are solely corporate obligations and no action, suit or proceeding shall be instituted or maintained in respect thereof against any officer, director or shareholder (past, present or future) of the Bank, either directly or through the Bank or otherwise. Nothing contained herein or in the Debentures shall be taken, however, to prevent recourse to and the enforcement of the liability of any shareholder of the Bank for uncalled capital or the liability of any such shareholder upon unsatisfied calls.
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IMMUNITY OF OFFICERS, SHAREHOLDERS AND DIRECTORS. SECTION 10.1 No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Debenture issued hereunder or because of the creation of any indebtedness hereunder shall be had against any shareholder, officer or director, past, present or future, of the Company or of the Subsidiaries or of any successor corporation either directly or through the Company or the Subsidiaries or otherwise, by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any statute or otherwise, it being expressly understood that this Indenture and the Debentures issued hereunder are solely corporate obligations and that no personal liability whatever shall attach to or be incurred by the shareholders, officers or directors of the Company, or of the Subsidiaries, or of any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Debentures issued hereunder or implied therefrom; and that any and all personal liability of every name and nature either at common law or in equity or by statute and any and all rights and claims against every such shareholder, officer or director are hereby expressly waived as a condition of and as consideration for the execution of this Indenture and the issue of such Debentures.
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IMMUNITY OF OFFICERS, SHAREHOLDERS AND DIRECTORS. ‌ The obligations on the part of the Corporation contained herein and in the Debentures are solely corporate obligations and, accordingly, no recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Debenture or under any judgment obtained against the Corporation, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances under or independently of this Indentures, shall be had against any shareholder, officer or director, past, present or future, of the Corporation or of any successor corporation, either directly or through the Corporation or otherwise, for payment for or to the Corporation or any receiver, liquidator, trustee or sequestrator thereof or for or to the holder of any Debenture issued hereunder, or otherwise, of any sum that may be due and unpaid by the Corporation hereunder or upon or under any such Debenture and any and all personal liability of every nature and kind, whether at common law or in equity or by statute or by constitution or otherwise, of any such shareholder, officer or director on account of this Indenture or on account of the Debentures and indebtedness represented thereby, is hereby expressly waived and released as a condition of and as part of the consideration for the execution of this Indenture and the issue of the Debentures.
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Related to IMMUNITY OF OFFICERS, SHAREHOLDERS AND DIRECTORS

  • Duties of Officers and Directors Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Board of Directors by the Officers of the Company and by members of the Board of Directors of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its officers and directors, respectively.

  • Indemnification of Officers and Directors (a) From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, fiduciary or agent of Parent or the Company and their respective Subsidiaries, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director, officer, fiduciary or agent of Parent or of the Company, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under applicable Law. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation, jointly and severally, upon receipt by Parent or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

  • Resignation of Officers and Directors The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Immunity of Incorporators Stockholders Officers and Directors Section 15.01 Immunity of Incorporators, Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

  • Interests of Officers and Directors Except AS DISCLOSED HEREIN, None of the officers or directors of Buyer has any interest in any property, real or personal, tangible or intangible, including intellectual property, used in or developed by the business of Buyer, or in any supplier, distributor or customer of Buyer, or any other relationship, contract, agreement, arrangement or understanding with Buyer, except for the normal ownership interests of a shareholder and employee rights.

  • No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders No director, officer, employee, incorporator or stockholder of the Company, any Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Company or any Subsidiary Guarantor under this Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each Noteholder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Officers and Directors of Surviving Corporation The officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or director or until their respective successors are duly elected and qualified, as the case may be.

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

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