Personal Liability of Directors Sample Clauses

Personal Liability of Directors. A Director, including the Chairman and Deputy Chairman, shall not have personal liability for action he/she undertakes on behalf of the Company within the scope of authority of this Contract, the Articles of Association or the Board resolutions unless his or her action: (a) is outside the scope of the approval or authorization by this Contract or the Board resolution; or (b) is in breach of Articles 147-151 of the Company Law of the PRC; or (c) is in breach of the laws and regulations of the PRC at the time. Any Director, including the Chairman and Deputy Chairman, acting in violation of this Contract or Board resolutions shall indemnify and hold harmless the Company against all losses caused to or liabilities and expenses incurred by the Company. The Company shall, to the extent permitted by law, indemnify any Director for damages or losses incurred in good faith by such Director in the performance of his or her obligations. TSEC JV Contract amended in August 18, 2017 22

Personal Liability of Directors. A director of this Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: (a) The director has breached or failed to perform the duties of his office under Section 1713 of the Pennsylvania Business Corporation Law of 1988, as amended; and (b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. This Article 13 shall not apply to a director's liability for monetary damages to the extent prohibited by Section 1713(b) of the Pennsylvania Business Corporation Law of 1988, as amended.

Personal Liability of Directors. 14.4.1 A Director, including the Chairman and the Vice Chairman shall not have personal liability for action he/she undertakes on behalf of the Joint Venture within the scope of authority of this Contract, the Articles of Association or the Board resolutions unless his or her action: (a) is outside the scope of the approval or authorization given to him by this Contract, the Articles of Association or the Board of Directors’ resolutions; or (b) is in breach of the laws and regulations of the PRC and any other applicable laws and/or the terms of this Contract at the time. 14.4.2 Any Director, including the Chairman and Vice Chairman, acting in violation of this Contract, the Articles of Association or the Board of Director’s resolutions shall indemnify and hold harmless the Joint Venture against all losses caused to or liabilities and expenses incurred by the Joint Venture. Either Party shall unconditionally and irrevocably indemnify and keep indemnified on demand the other Party and the Joint Venture from and against all losses, costs and expenses (including without limitation legal expenses) which the other Party and the Joint Venture may incur or sustain from or in consequence of violation of this Contract, violation of the Articles of Association or the Board of Director’s resolutions on the part of a Director during such time as he is appointed by such Party as Director in accordance with Section 14.13.8, provided however, that no indemnity by either Party shall be required in the event that the actions of the Director giving rise to indemnity under this section are otherwise a violation of the laws and/or regulations of the PRC. 14.4.3 The Joint Venture shall, to the extent permitted by law, indemnify any Director for damages or losses incurred in good faith by such Director in the performance of his or her obligations

Personal Liability of Directors. (a) To the fullest extent that the laws of the State of Delaware, as the same exist or may hereafter be amended, permit elimination of the personal liability of directors, no director of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. (b) The provisions of this Section 2.14 shall be deemed to be a contract with each director of this Corporation who serves as such at any time while this Section 2.14 is in effect, and each such director shall be deemed to be serving as such in reliance on the provisions of this Section 2.14. Any amendment or repeal of this Section 2.14 or adoption of any By-Law of this Corporation or other provision of the Certificate of Incorporation of this Corporation which has the effect of increasing director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, by a director of this Corporation prior to such amendment, repeal, By-Law or other provision becoming effective.

Personal Liability of Directors. Subject to the Certificate of Incorporation, to the fullest extent permitted by the Delaware General Corporation Law as it now exists or as it may hereafter be amended, no director shall be personally liable to the Corporation or any of its stockholders for any monetary damages for any breach of fiduciary duty by such director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

Personal Liability of Directors. (1) A director shall not be personally liable, as such, for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expenses of any nature, including, without limitation, attorneys’ fees and disbursements) for any action taken, or any failure to take any action before, on or after the date of these bylaws, unless: (i) the director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 17 of the Business Corporation Law; and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. (2) The provisions of paragraph (1) shall not apply to the responsibility or liability of a director pursuant to any criminal statute, or the liability of a director for the payment of taxes pursuant to local, State or Federal law. (3) No amendment or repeal of this Section 4.01 shall have any effect on the liability or alleged liability of any director of the corporation for or with respect to any such act on the part of such director occurring prior to the effective date of such amendment or repeal.

Personal Liability of Directors. The Corporation eliminates the personal liability of each member of the Board of Directors to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not eliminate the liability of a director (i) for any breach of such director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the DGCL or (iv) for any transaction from which such director derived an improper personal benefit.

Personal Liability of Directors. OFFICERS, EMPLOYEES OR STOCKHOLDERS. No director, officer, employee, member or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Securities, this Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases the Company and each Guarantor from all such liability. The waiver and release are part of the consideration for issuance of the Securities. ARTICLE TWO SECURITY FORMS SECTION 201. FORMS GENERALLY. The Securities, the Guarantees and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as ...

Personal Liability of Directors. A director of this Corporation shall not be liable to the Corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the Corporation or the shareholders; (3) a violation of section 490.833 of the Code of Iowa; and (4) an intentional violation of criminal law. No amendments to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of said director occurring prior to such amendment or repeal. If Iowa law is hereafter changed to permit further elimination or limitation of the liability of directors for monetary damages to the Corporation or its shareholders, then the liability of a director of this Corporation shall be automatically eliminated or limited to the full extent then permitted without further action of the Corporation or its Board of Directors. The directors of this Corporation have agreed to serve and assume the duties of directors in reliance upon the provisions of this Article.

Personal Liability of Directors. A Director, including the Chairman and Vice Chairman, shall not have personal liability for action he undertakes on behalf of the Company within the scope of authority of this Contract, the Articles of Association or the Board resolutions unless his or her action: (a) is outside the scope of the approval or authorization given to him by this Contract or the Board of Directors’ resolution; or (b) is in breach of Articles 147 – 151 of the Company Law of PRC; or (c) is in breach of the laws and regulations of the PRC at the time. Any Director, including the Chairman and Vice Chairman, acting in violation of this Contract or Board of Director’s resolutions shall indemnify and hold harmless the Company against all losses caused to or liabilities and expenses incurred by the Company. Directors appointed by either Party shall owe a duty of care and fiduciary duties toward the Company. Any Director shall not engage in any business directly competitive with that carried on by the Company, provided that nothing in this clause shall preclude the Director from holding or being otherwise interested in any shares or other securities of any company, any part of which is listed or dealt in on any stock exchange or recognized securities market anywhere.