Other Officers and Agents. The Board may appoint such other officers and agents as it may deem necessary or advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Referral to Executive Officers. If a Party makes an election under [Section 4.6(b)] to refer a matter to the Executive Officers, the JSC will submit in writing the respective positions of the Parties to their respective Executive Officers. Such Executive Officers will use good faith efforts, in compliance with this [Section 4.6(c)], to resolve promptly such matter, which good faith efforts will include at least one in-person meeting between such Executive Officers within ​ Business Days after the JSC’s submission of such matter to them. If the Executive Officers are unable to reach unanimous agreement on any such matter, the matter may be referred to dispute resolution in accordance with Article 17.

Delegation to Executive Officers. To the extent permitted by applicable law, the Board may delegate to one or more executive officers of [[Organization A:Organization]] the power to grant Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of Awards to be granted and the maximum number of shares issuable to any one Participant pursuant to Awards granted by such executive officers.

Directors and Officers

Officers and Directors:

Prior to the Closing, BRPA shall obtain directors’ and officers’ liability insurance that shall be effective as of Closing and will cover those Persons who will be the directors and officers of BRPA and its Subsidiaries (including the directors and officers of the Company and its Subsidiaries) at and after the Closing on terms not less favorable than the better of # the terms of the current directors’ and officers’ liability insurance in place for the Company’s and its Subsidiaries’ directors and officers and # the terms of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on Nasdaq which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics (including the line of business and revenues) as BRPA and its Subsidiaries (including the Company and its Subsidiaries).

Directors and Officers. On the Effective Date the Boards of Directors, Managers and the Officers of [[Organization A:Organization]] and WESTERN shall be as set forth on [Schedule 1.06(d)] attached hereto.

Delaware law provides the rights for corporations to indemnify officers and directors. Thus, our By-Laws provide for the indemnification of our officers and directors at our expense, and correspondingly limits their liability, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors

The Company has entered into indemnification agreements with the officers and directors and we may be required to indemnify our Directors and Officers, and if the claim is greater than $1,000,000, it may create significant losses for the Company.

with the Plan. Any such designation may be made in the Plan, by the Board of Directors or by an officer or officers duly authorized by the Board of Directors or by an officer or officers duly authorized by the Board of Directors to make such designation on behalf of the Company. Any designation or revocation thereof made by the Board of Directors or by such officer or officers shall be made in writing, and shall specify the responsibilities which the designee is to carry out.