Liability and Indemnification of Directors and Officers. As permitted by the DGCL, we have adopted provisions in the certificate of incorporation that limit or eliminate the personal liability of our directors and officers for monetary damages for a breach of their fiduciary duty of care as a director or officer. The duty of care generally requires that, when acting on behalf of the corporation, directors and officers exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director or officer will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability for: • any breach of the person’s duty of loyalty to us or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or • any transaction from which the person derived an improper personal benefit. These limitations of liability do not generally affect the availability of equitable remedies such as injunctive relief or rescission. As permitted by the DGCL, the certificate of incorporation and bylaws provide that: • we will indemnify our current and former directors and officers and anyone who is or was serving at our request as the director or officer of, or legal representative in, another entity, and may indemnify our current or former employees and other agents, to the fullest extent permitted by the DGCL, subject to limited exceptions; and • we may purchase and maintain insurance on behalf of our current or former directors, officers, employees or agents against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such. We currently maintain liability insurance for our directors and officers. The certificate of incorporation requires us to advance expenses to our directors and officers in connection with a legal proceeding, subject to receiving an undertaking from such director or officer to repay advanced amounts if it is determined he or she is not entitled to indemnification. The bylaws provide that we may advance expenses to our employees and other agents, upon such terms and conditions, if any, as we deems appropriate.
Liability and Indemnification of Directors and Officers. (a) The Directors and Officers shall not be liable, responsible or accountable, in damages or otherwise, to the Member or to the Company for any act performed by any such person in such capacity, with respect to Company matters, except in cases of fraud or an intentional breach of this Agreement.
(b) The Directors and Officers (which shall include for this purpose them and their respective executors, heirs, assigns, successors and other legal representatives) (each, an "Indemnified Person") shall be indemnified to the fullest extent permitted by law by the Company against any cost, expense (including attorneys' fees), judgment or liability reasonably incurred by or imposed upon such Indemnified Person in connection with any claim, demand, action, suit or proceeding (including any proceeding before any administrative or legislative body or agency) to which it may be subject, made a party or otherwise be involved or with which it shall be threatened by reason of being or having been a member of the Board of Directors or an Officer; provided, however, that the Indemnified Person shall not be so indemnified to the extent such cost, expense, judgment or liability shall have been finally determined in a decision on the merits to have been incurred or suffered by such Indemnified Person by reason of such Indemnified Person's fraud or intentional breach of this Agreement. The right to indemnification granted by this Section shall be in addition to any rights to which an Indemnified Person may otherwise be entitled and shall inure to the benefit of the successors or assigns of the Indemnified Person. The Company shall pay the expenses incurred by an Indemnified Person in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by the Indemnified Person to repay such payment if there shall be an adjudication or determination that it is not entitled to indemnification as provided herein. The Member shall not be personally liable with respect to any such claim for indemnity or reimbursement. The Company may, at the direction of the Board of Directors, obtain appropriate insurance on behalf of the Company to secure the Company's obligations hereunder.
Liability and Indemnification of Directors and Officers. 13 Financial Statements and Supplementary Data...................................... "SUMMARY;" "PRACTICEWORKS (A DIVISION OF INFOCURE CORPORATION) SELECTED FINANCIAL DATA;" "PRACTICEWORKS (A DIVISION OF INFOCURE CORPORATION) HISTORICAL FINANCIAL STATEMENTS;" and "PRACTICEWORKS (A DIVISION OF INFOCURE CORPORATION) PRO FORMA FINANCIAL STATEMENTS."
Liability and Indemnification of Directors and Officers
