Liability of Board Members. Neither any of the Board nor the Declarant shall be personally liable to any Owner, or to any other party, for damage, loss or prejudice suffered or claimed on account of any act or omission of the Association, the Board, the Declarant or any other representative or employee of the Association.
Liability of Board Members. The Board and any member of the Board shall be entitled to rely upon the correctness of any information furnished by the Union or the Company. Neither the Board, nor any of its members, nor the Union nor any officer or other representative of the Union, nor the Company nor any officer or other representative of the Company, shall be liable because of any act, or failure to act, on the part of the Board or any of its members, or any person, except that nothing herein shall be deemed to relieve any such individual from any liability for his own failure to exercise a fiduciary responsibility with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
Liability of Board Members. 12.5.1 Provided that the auditors of the Company do not recommend otherwise and to the extent permitted under applicable law, the Buyer shall on the first annual general meetings of shareholders in the Company following the Closing Date discharge all members and alternate members of the board of directors of the Company in office prior to Closing from their personal liability for the period up to and including the Closing Date.
Liability of Board Members. In carrying out their duties hereunder, no Board Member shall be liable to the Company or any other Member for any actions taken in good faith and reasonably believed to be in the best interests of the Company, or for errors of judgment, but shall be liable to the Company only if such Board Member shall be adjudicated by a court of competent jurisdiction that such Board Member’s action or failure to act involved fraud, willful misconduct, gross negligence, or material breach of that Board Member’s obligations under this Agreement or other material breach of that Board Member’s fiduciary duties.
Liability of Board Members. The Trust Board Members shall be exculpated and indemnified by the Trust to the fullest extent permitted under applicable law. The Trust Board shall be authorized to purchase any insurance policies for the protection of the Trust Board Members, the Trustees, or any professionals employed by the Trust that the Trust Board deems necessary or advisable. Contribution of Creditor Claims All Consenting Noteholders (as defined in the Restructuring Support Agreement) shall assign to the Trust any prepetition Cause of Action relating to their respective Senior Notes and arising under or based on state, federal, or common law (including but not limited to fraudulent transfer, fraudulent conveyance, voidable transaction law, any statute limiting or prohibiting transfers to shareholders, and alter ego) to the fullest extent permitted by applicable law (each, a “Contributed Claim”). The Trust shall notify the Consenting Noteholders of the Contributed Claims, if any, that it intends to pursue no later than August 30, 2021. Such information shall be subject to a common interest privilege, and the Consenting Noteholders shall be obligated to keep the information confidential until the Trust commences litigation. Following August 30, 2021, a Consenting Noteholder may request that the Trust assign a Contributed Claim identified by such Consenting Noteholder that the Trust has determined not to pursue back to the Consenting Noteholder, and the Trust shall effectuate such assignment no later than ten (10) calendar days after the request is made. Distributions The Trust shall distribute any proceeds from the liquidation of the QHC Litigation Trust Assets to Noteholders as expeditiously as practicable; provided that (i) the amounts funded by the Initial Pro Rata Allocation shall be repaid in full by the Trust before any other distributions may be made to Noteholders and shall be entitled to a preferred return determined by the Trust Board, and (ii) for so long as material QHC Litigation Trust Assets are held by the Trust, the Trust shall at all times maintain a reserve to fund Trust expenses in an amount to be determined (the “Trust Reserve”), or such other amount as may be agreed upon by the Trust Board. Privilege As of the Effective Date, all work product, attorney-client, or other privilege (collectively, the “Privileges”) held by the Debtors (including by the Debtors’ board of directors or any committee appointed by the Debtors’ board of directors) and applies to any inform...
