Liability of Directors and Officers. (a) Each party agrees that it will release its rights against, and will not make any claim against, any past or present director or employee of the other in relation to information provided to it or in relation to its entry into this agreement. In this clause 7.7(a), the reference to any past or present director or employee of the other refers to any past or present director or employee of the B2Gold Group or the Papillon Group.
Liability of Directors and Officers. We are a Delaware corporation. Our amended and restated certificate of incorporation provides that no director is personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except as required by applicable law, as in effect from time to time. Currently, Delaware law requires that liability be imposed only for the following: • any breach of the director’s duty of loyalty to our company or our stockholders; • any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law; • unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law (the “DGCL”); and • any transaction from which the director derived an improper personal benefit. As a result, neither we nor our stockholders have the right, including through stockholders’ derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above. Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, we will indemnify any officer or director of our company in connection with any threatened, pending or completed action, suit or proceeding to which such person is, or is threated to be made, a party, whether civil or criminal, administrative or investigative, arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director or officer. We will reimburse the expenses, including attorneys’ fees, incurred by a person indemnified by this provision in connection with any proceeding, including in advance of its final disposition, to the fullest extent permitted by law. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment. We maintain insurance for our officers and directors against certain liabilities, including liabilities under the Securities Act, under insurance policies, the premiums of which are paid by us. The effect of these is to indemnify any officer or director of the Company against expenses, judgments, attorney’s fees and other amounts paid in settlements incurred by an officer or director arising from claims against such persons for conduct in their capacities as officers or directors of the Compan...
Liability of Directors and Officers. The personal liability of the directors and officers of the Corporation for monetary damages shall be eliminated to the fullest extent permitted by the Stock Corporation Act of the Commonwealth of Virginia. No amendment, modification or repeal of this Article 8 shall adversely affect the rights provided hereby with respect to any claim, issue or matter in any proceeding that is based in any respect on any alleged action or failure to act prior to such amendment, modification or repeal.
Liability of Directors and Officers. Century Next ABC Century Next's articles of incorporation provide that a director or officer will not be personally liable for monetary damages for any action taken, or any failure to take any action, as a director or officer except to the extent that by law a director's or officer's liability for monetary damages may not be limited. This provision does not eliminate or limit the liability of directors and officers for (a) any breach of the director's or officer's duty of loyalty to Century Next or its shareholders, (b) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) any unlawful dividend, stock repurchase or other distribution, payment or return of assets to shareholders, or (d) any transaction from which the director or officer derived an improper personal benefit. This provision may preclude shareholder derivative actions and may be construed to preclude other third-party claims against the directors and officers. ABC has not adopted liability limitation provisions since such provisions are not authorized by the Arkansas Business Corporation Act of 1965 under which ABC is governed.
Liability of Directors and Officers. No person shall be liable to the Company for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as a director or officer of the Company, or of any other corporation, partnership, joint venture, trust or other enterprise which he serves as a director or officer at the request of the Company, in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, for which he had no reasonable cause to believe his conduct was unlawful. In addition, no person shall be liable to the Company for any loss or damage suffered by it on account of any action taken or omitted to be taken in reliance upon advice of counsel for the Company or upon statements made or information furnished by officers or employees of the Company which he had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he may be entitled as a matter of law.
Liability of Directors and Officers. No director or officer of the corporation shall be personally liable to the Corporation for monetary damages for any breach of fiduciary duty as a director, or officer, as the case may be, except with respect to:
Liability of Directors and Officers. (a) If the Scheme becomes Effective, each party releases its rights against, and will not make or commence any Action against, any past or present director or employee of the other party in relation to information provided to it by the other party in connection with the Merger containing any statement which is false or misleading to the extent that the past or present director or employee has not engaged in wilful misconduct or fraud.
Liability of Directors and Officers. To the maximum extent permitted under the Nevada Revised Statutes, no director or officer of the corporation shall be personally liable to the corporation or its stockholders for damages as a result of any act or failure to act in his capacity as a director or officer.
Liability of Directors and Officers. No director or officer of Purchaser shall have any personal liability whatsoever to any Seller under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of Purchaser. No director or officer of a Seller shall have any personal liability whatsoever to Purchaser under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of a Seller.
Liability of Directors and Officers. Notwithstanding anything to the contrary set forth in this Agreement, no Director or Officer shall be liable to the Company, the Member or any other person for monetary damages for breach of fiduciary duty as a Director or Officer; provided that this provision shall not eliminate or limit the liability of a Director for (i) any breach of the Director's duty of loyalty to the Company and its Member, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any transaction from which the Director derived an improper personal benefit.
