Authorized Capacity definition
Examples of Authorized Capacity in a sentence
The Indemnitee is presently serving as a director and/or an officer of the Company and/or, at the request of the Company, in an Authorized Capacity (as defined below) of or for Another Entity (as defined below).
To the extent that a person who is or was a Corporate Person or is or was serving in an Authorized Capacity of Another Entity at the request of the Corporation and has been successful on the merits or otherwise in defense of any action, referred to in Section 8.1 or 8.2 of this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against Expenses actually and reasonably incurred by him or her in connection therewith.
The provisions of this Agreement will survive the death, disability, or incapacity of the Indemnitee or the termination of the Indemnitee's service as a director or an officer of the Company or in an Authorized Capacity of or for Another Entity and will inure to the benefit of the Indemnitee's heirs, executors and administrators.
Notwithstanding the foregoing provisions of Article 8, the Corporation shall indemnify any person who is or was a Corporate Person or is or was serving at the request of the Corporation in an Authorized Capacity of or for Another Entity to the full extent permitted by the Indiana Business Corporation Law or by any other applicable law, as may from time to time be in effect.
The Indemnitee will continue to serve as a director and/or an officer of the Company and/or in each such Authorized Capacity of or for Another Entity in which he or she presently serves, in each case so long as he or she is duly elected and qualified to serve in such capacity or until he or she resigns or is removed.
To the extent that the Company obtains or maintains D&O Insurance, the Indemnitee will be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for a director or officer of the Company or a person serving at the request of the Company in an Authorized Capacity of or for Another Entity, as the case may be.
To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, the Indemnitee will be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for a director or officer of the Company or a person serving at the request of the Company in an Authorized Capacity of or for Another Entity, as the case may be.
The provisions of this Agreement will survive the death, disability, or incapacity of the Indemnitee or the termination of the Indemnitee’s service as a director or an officer of the Company or in an Authorized Capacity of or for Another Entity and will inure to the benefit of the Indemnitee’s heirs, executors and administrators.
Both the Company and the Indemnitee acknowledge and agree that in certain instances Federal law or applicable public policy may prohibit the Company from indemnifying its directors, officers and persons serving in an Authorized Capacity under this Agreement or otherwise, in which event, notwithstanding any other provisions of this Agreement to the contrary, the indemnification provided by this Agreement shall be limited to such extent as is necessary to comply with applicable Federal law or public policy.
The Indemnitee will serve or continue to serve as a director or an officer of the Company or in each such Authorized Capacity of or for Another Entity, in each case so long as he or she is duly elected and qualified to serve in such capacity or until he or she resigns or is removed.