Officer Liability Clause Samples

The Officer Liability clause defines the extent to which company officers are personally responsible for actions taken in their official capacity. Typically, this clause limits or excludes personal liability for officers regarding decisions made in good faith and within the scope of their authority, except in cases of gross negligence or willful misconduct. By clarifying these boundaries, the clause protects officers from personal financial risk while encouraging them to perform their duties diligently and in the best interest of the company.
Officer Liability. Under the Merger Agreement, subject to certain terms therein, Numico shall (i) cause to be maintained for a period of six years the provisions regarding indemnification of current or former officers and directors of the Company contained in the Organizational Documents (as defined in the Merger Agreement) of the Company and its subsidiaries in effect following the Effective Time; provided that, in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any claim or claims shall continue until final disposition of any and all such claims; and (ii) maintain, for a period of six years, the Company's existing directors' and officers' liability insurance policy and fiduciary liability insurance (provided that Numico or the Surviving Corporation may substitute therefor policies of substantially similar coverage and amounts containing terms which are no less advantageous); provided, however, that Numico is not obligated to make annual premium payments for such insurance to the extent such premiums exceed $450,000. Notwithstanding anything to the contrary in the Merger Agreement, the Board was permitted to amend the Company's Bylaws to include, among other things, that (i) the Company shall indemnify each person who was or is a party, or is threatened to be made a party, or was or is a witness, to a Proceeding (as defined in the Bylaws), against all liability asserted against, or incurred by, such person by reason of the fact that such person is or was a director or officer of the Company (each an "Indemnified Person") and (ii) that reasonable costs, charges and expenses (including attorney's fees) incurred by an Indemnified Person in defending a Proceeding may and, in connection with a transaction involving a Change in Control (as defined in the Bylaws) of the Company or a potential Change in Control of the Company shall, be paid by the Company in advance of the final disposition of the Proceeding, upon receipt of an undertaking reasonably satisfactory to the Board by the Indemnified Person to repay all amounts so advanced if it is ultimately determined that such person is not entitled to indemnification by the Company. The Board took this action. Numico and the Purchaser agree that, for a period of not less than six years, the Bylaws of the Surviving Corporation shall include the same indemnification provisions as those set forth in the Company's Bylaws in effect on the date of the Merger Agreem...
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Officer Liability. The Purchaser shall under no circumstances be entitled to claim against officers or employees of the Vendor, the Corporation or CDT UK (but only against the Vendor, the Corporation or CDT UK themselves) save in the case of fraud or fraudulent misrepresentation on the part of such officers or employees and such officers or employees shall have the benefit of and be entitled to enforce this clause.
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Officer Liability. For a period of six (6) years after the Closing, Purchaser shall not, and shall not permit the Company to, amend, repeal or otherwise modify any provision in the Company’s certificate of incorporation, bylaws or equivalent governing documents (collectively, the “Company Governing Documents”) in any manner that would adversely affect in any material respect the exculpation or indemnification rights of any members, managers and/or officers of the Company (the “Management Indemnitees”) with respect to acts or omissions occurring prior to the Closing Date existing in such Company Governing Documents as of immediately prior to the date hereof and made available to Purchaser (unless required by Law), it being the intent of the parties that the directors officers of the Company shall continue to be entitled to such exculpation and indemnification for any acts or omissions occurring immediately prior to the First Closing Date to the fullest extent permitted by Law. The Management Indemnitees are express and intended third-party beneficiaries of the provisions of this Section 5.7 and shall be entitled to independently enforce the terms hereof as if such Management Indemnitee were a Party to this Agreement. The obligations of the Company under this Section 5.7 will not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 5.7 applies without the consent of such affected Person. In the event Purchaser, the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving limited liability company or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case Purchaser and the Company shall use reasonable best efforts to provide that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in this Section 5.7.
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Officer Liability. 7.1 The parties agree that they shall under no circumstances be entitled to claim against officers or employees of any other party (any may only bring claims directly against the other party) save in the case of fraud or fraudulent misrepresentation on the part of such officers or employees and such officers or employees shall have the benefit of and be entitled to enforce this clause in this Second Sale Stock Purchase Agreement.
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Officer Liability. Under the Merger Agreement, subject to certain terms therein, Numico shall (i) cause to be maintained in effect the current provisions regarding indemnification of current or former officers and directors contained in the Organizational Documents (as defined in the Merger Agreement) of the Company and its subsidiaries and any indemnification agreements between the Company and its current or former officers and directors that may be in effect; and (ii) maintain, for a period of six years, the Company's existing directors' and officers' liability insurance policy and fiduciary liability insurance (provided that Numico or the Surviving Corporation may substitute therefor policies of substantially similar coverage and amounts containing terms which are no less advantageous); provided, however, that Numico is not obligated to make annual premium payments for such insurance to the extent such premiums exceed 150% of the premiums paid as of the date of the Merger Agreement by the Company for such insurance.
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Officer Liability. 9.1.1 When working on the Programme officers shall be deemed to be working on behalf of both their employing authority and made available and working on behalf of the other Authorities under Section113 of the Local Government Act 1972.
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Officer Liability 
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Related to Officer Liability

  • Director and Officer Liability Parent shall cause the Surviving Corporation, and the Surviving Corporation hereby agrees, to do the following: (a) For six years after the Effective Time, the Surviving Corporation shall indemnify and hold harmless the present and former officers and directors of the Company (each, an “Indemnified Person”) in respect of acts or omissions occurring at or prior to the Effective Time to the fullest extent permitted by Delaware Law or any other Applicable Law or provided under the Company’s certificate of incorporation and bylaws in effect on the date hereof; provided that such indemnification shall be subject to any limitation imposed from time to time under Applicable Law. (b) For six years after the Effective Time, Parent shall cause to be maintained in effect provisions in the Surviving Corporation’s certificate of incorporation and bylaws (or in such documents of any successor to the business of the Surviving Corporation) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement. (c) Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time with terms, conditions, retentions and limits of liability that are not materially less favorable in the aggregate than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided that (x) the Company shall give Parent a reasonable opportunity to participate in the selection of such tail policy and the Company shall give reasonable and good faith consideration to any comments made by Parent with respect thereto, (y) in no event shall the Company or the Surviving Corporation be required or permitted to expend for such policies pursuant to this sentence an annual premium amount in excess of 250% of the amount per annum the Company paid in its last full fiscal year, which amount is set forth in Section 7.03(c) of the Company Disclosure Schedule, and (z) if the aggregate premiums of such insurance coverage exceed such amount and the Company or the Surviving Corporation, as applicable, shall obtain a policy in accordance with this sentence, such policy shall provide the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. If the Company or the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall continue to maintain in effect, for a period of at least six years from and after the Effective Time, the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are not materially less favorable in the aggregate than the coverage provided under the Company’s existing policies as of the date hereof, or the Surviving Corporation shall purchase D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date hereof; provided that in no event shall Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 250% of the amount per annum the Company paid in its last full fiscal year, which amount is set forth in Section 7.03(c) of the Company Disclosure Schedule; and provided, further, that if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. (d) If Parent, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 7.03. (e) The rights of each Indemnified Person under this Section 7.03 shall be in addition to any rights such Person may have under the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person.

  • Member Liability You are responsible for all transactions you authorize using your EFT services under this Agreement. If you permit someone else to use an EFT service, your card or your access code, you are responsible for any transactions they authorize or conduct on any of your accounts.

  • Cyber Liability identity theft insurance with a combined limit of Two Million Dollars ($2,000,000) per claim and Two Million Dollars ($2,000,000) general aggregate;

  • Director and Officer Liability and Indemnification (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs).

  • Our Liability This section explains our liability to you only to the extent that any other agreements, notices or disclosures have not separately disclosed our liability. In no event shall we be liable to you for failure to provide access to your Online Banking or ▇▇▇▇ Payment services accounts. Unless otherwise required by applicable law, we are only responsible for performing the Online Banking and ▇▇▇▇ Payment services as delineated in this Agreement. We will be liable for the amount of any material losses or damages incurred by you and resulting directly from our gross negligence. We will not be liable to you in the following instances: 1. If through no fault of the Bank, you do not have enough money in your account to make the transfer. 2. If circumstances beyond our control (such as fire, flood, power outage, equipment or technical failure or breakdown) prevents the transfer despite reasonable precautions that we have taken. 3. If there is a hold on your account, or if access to your account is blocked, in accordance with banking policy. 4. If your funds are subject to a legal proceeding or other encumbrance restricting the transfer. 5. If your transfer authorization terminates by operation of law. 6. If you believe someone has accessed your accounts without your permission and you fail to notify the Bank immediately. 7. If you have not properly followed the instructions on how to make a transfer included in this Agreement. 8. If we have received incomplete or inaccurate information from you or a third party involving the account or transfer. 9. If we have a reasonable basis for believing that unauthorized use of your Password or account has occurred or may be occurring or if you default under this Agreement, the deposit account agreement, a credit agreement or any other agreement with us, or if we or you terminate this Agreement. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT.