Indemnity of Directors and Officers. (a) The Corporation will, whenever required or permitted by the Act or otherwise by law, indemnify each Director, each officer of the Corporation, each former Director, each former officer of the Corporation and each individual who acts or acted at the Corporation's request as a Director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives (each an "Indemnitee") against all costs, charges and expenses, including, without limitation, each amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a Director or officer of the Corporation or such body corporate if:
(i) the Indemnitee acted honestly and in good faith with a view to the best interests of the Corporation or such body corporate; and
(ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that his conduct was lawful.
(b) The Corporation will advance funds to an Indemnitee for the costs, charges and expenses referred to in Section 2.6(a) above. Any Indemnitee receiving advancement of funds under this Section 2.6(b) will repay such funds if the Indemnitee does not fulfill the conditions of Section 2.6(a).
(c) The Indemnitee must be judged by a court of competent jurisdiction to have committed a fault or omitted to do something that the Indemnitee ought to have done before any determination may be made that the Indemnitee is not entitled to indemnification. Indemnitees are presumed to have acted honestly and in good faith, and in the absence of a judgment of a court to the contrary, are presumed to be entitled to indemnification.
(d) The indemnification obligations of the Corporation pursuant to this Section 2.6 and the terms and conditions, including coverage amounts, of any insurance policy established pursuant to Section 2.9, shall not in any way be diminished without the approval of the Board.
Indemnity of Directors and Officers. 3.1 Subject to clause 11, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee was, is or becomes a party to or is threatened to be made a party to any actual, threatened, pending or completed Proceeding, including a Proceeding brought by or in the right of the Company, by reason of the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of a Group Company or is or was serving at the request of one of the Group Companies as a director, officer, employee, partner, member, manager, trustee, agent or fiduciary of any other company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise or by reason of anything done or not done by Indemnitee in any such capacity against any and all costs, liabilities, expenses (including attorneys’ retainers, fees and disbursements), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any such Proceeding (including, but not limited to, the investigation, defense, settlement or appeal thereof), and any local or foreign stamp duties or taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are actually paid or incurred by Indemnitee in connection with any such Proceeding (collectively “Liabilities and Expenses”).
3.2 Subject to clause 11, the Company shall indemnify Indemnitee against all Liabilities and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in defending any Proceedings referred to in sub-clause 3.1 in which judgment is given in his favor (whether on the merits or otherwise), in which he or she is acquitted or in respect of which relief is granted to him or her by the Court under section 281 of the Companies Act.
3.3 Subject to clause 11, the Company shall indemnify Indemnitee for such portion of the Liabilities and Expenses that Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in sub-clause 3.1 in respect of which Indemnitee is entitled to indemnification hereunder, even if Indemnitee is not entitled to indemnification hereunder for the total amount thereof.
Indemnity of Directors and Officers. Subject only to the limitations set forth in Clause 3, the Company hereby agrees to indemnify and hold harmless the Indemnitee in respect of and to pay on behalf of the Indemnitee all Expenses actually and reasonably incurred by the Indemnitee because of any claim or claims made against him in a Proceeding by reason of the fact that he is or was a Director of the Company and/or its affiliates.
Indemnity of Directors and Officers. As required or permitted by the Act, the Corporation shall indemnify each Indemnified Person (as defined in this section) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, which that Indemnified Person reasonably incurs in respect of any civil, criminal or administrative, investigative or other proceeding to which that Indemnified Person is made a party by reason of being or having been a director or officer of the Corporation or of a body corporate or by reason of having acted in a similar capacity for an entity if:
(a) the Indemnified Person acted honestly and in good faith with a view to the best interests of the Corporation or as the case may be, to the interests of the other entity; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Person had reasonable grounds for believing that the conduct was lawful. “Indemnified Person” means
(c) each director and former director of the Corporation;
(d) each officer and former officer of the Corporation;
(e) each individual who acts or acted at the Corporation’s request as a director or officer of a body corporate or an individual acting in a similar capacity of another entity; and
(f) the respective heirs and legal representatives of each of the persons designated in the preceding paragraphs (a) through (c).
Indemnity of Directors and Officers. Subject to the limitations contained in the Act, but without limiting the right of the Corporation to indemnify any individual under the Act or otherwise to the full extent permitted by law, the Corporation:
(a) shall indemnify each director or officer or former director or officer and each other individual who acts or has acted at the Corporation’s request as a director or officer, or in a similar capacity, of another entity (and each such individual’s respective heirs and personal representatives), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, provided:
(i) the individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation’s request; and
(ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful; and
(b) shall advance monies to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 6.04(a) in accordance with the Act. Notwithstanding the foregoing, any such indemnity or advance of monies in respect of an action referred to in Section 6.04(a) by or on behalf of the Corporation or other entity in respect of which an individual has acted as director or officer or in a similar capacity at the request of the Corporation to procure judgment in its favour shall be subject to approval of a court.
Indemnity of Directors and Officers. As required or permitted by the Act, the Corporation shall indemnify each Indemnified Person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that Indemnified Person reasonably incurs in respect of any civil, criminal or administrative action or proceeding to which that Indemnified Person is made a party by reason or having been a director or officer of the Corporation or of a body corporate of which the Corporation is or was a shareholder or creditor if:
(i) that Indemnified Person acted honestly and in good faith with a view to the best interests of the Corporation; and
(ii) in the case of criminal or administrative action or proceeding that is enforced by a monetary penalty, that Indemnified Person had reasonable grounds for believing that the conduct was lawful.
Indemnity of Directors and Officers. The Company shall indemnify each Director, officer, agent or other Person to whom the Board delegates management authority for the Company to the maximum extent permitted under Section 4.04 of this Agreement.
Indemnity of Directors and Officers. Every Director, Managing Director, agent, auditor, Secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company, against any liability incurred by him in defending any proceedings whether civil or criminal in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 391 of the Act in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust. Xxxxx, Xxxxxxxxx and Occupations of Subscribers /s/ Xxx Xxxx Min ---------------------------------------- XXX XXXX MIN 00-X Xxxxxxxxxx Xxxx Xxxxxxxxx 000000 Advocate & Solicitor /s/ Xxxx Xxx Xxxx Xxx ---------------------------------------- XXXX XXX XXXX XXX Xxx 000X Xxxxxx Xxxx Xxxxxx 00 #00-000 Xxxxxxxxx 000000 Advocate & Solicitor Dated this 14th day of January, 2000 Witness to the above signatories: /s/ Xxxxx Xxx Xx Xxx ----------------------------- XXXXX XXX XX XXX Advocate & Solicitor 0 Xxxxxxxx Xxxx #18-00 AIA Tower Singapore 048542 EXHIBIT 1.19 Company Memorandum of Association THE COMPANIES ACT (CAP.50) PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF SB CHINA HOLDINGS PTE LTD 145. The name of the Company is "SB CHINA HOLDINGS PTE LTD".
Indemnity of Directors and Officers. The Company shall indemnify ----------------------------------- each director or former director and each officer or former officer of the Company to the fullest extent provided or permitted under the Georgia Act with respect to their duties arising out of or connected with their capacities as directors, officers, employees or agents of the Company.
Indemnity of Directors and Officers. In addition to the indemnification provisions contained in the Bylaws, the Directors and the officers, individually and collectively, shall be indemnified and held harmless by the Company (but not by any Stockholder) from and against any and all claims, demands, liabilities, costs, damages, and causes of action of any nature whatsoever arising out of or incidental to the management of the Company affairs by the Board of Directors and the officers in accordance with the terms of this Agreement and in furtherance of the objectives and purposes of the Company; provided, however, that a Director or an officer shall not be indemnified if, upon final adjudication, it is determined that such Director or officer has engaged in wilful misconduct, gross negligence, or breach of duty of loyalty that has had a material adverse effect on the Company. The indemnification authorized by this Section 4.8 shall include payment of reasonable attorneys' fees and other expenses as incurred in connection with any settlement or any finally adjudicated legal proceeding. The indemnification rights contained in this Section 4.8 shall be cumulative of, and in addition to, any and all rights, remedies, and recourse to which the Directors and the officers shall be entitled under the Bylaws, at law, or in equity. Indemnifications hereunder shall be made from assets of the Company and no Stockholder shall be personally liable to any indemnitee.
