Limitation of
Liability and
Indemnification
of Directors and
Officers
|
|
No director will be personally liable to BEPC or its shareholders for monetary damages for breach of fiduciary duty, except
to the extent such exemption is not permitted under the BCBCA. Under the BCBCA, no provision in the BEPC articles or other contract relieves a director or officer from (i) the duty to act in accordance with the BCBCA and the regulations, or
(ii) liability that by virtue of any enactment or rule of law or equity would otherwise attach to that director or officer in respect of any negligence, default, breach of duty or breach of trust of which the director or officer may be guilty
in relation to BEPC.
To the fullest extent permitted by
law, BEPC will indemnify any present or former director or officer of BEPC (or a person serving as a director or officer of another corporation that is or was an affiliate BEPC), who was or is a party or is threatened to be made a party to, or is
otherwise involved in, any threatened, pending or completed action while acting in such capacity, for all liability and loss suffered (including, without limitation, any judgments, fines, or penalties and amounts paid in settlement) and expenses
(including attorneys fees and disbursements), actually and reasonably incurred.
Subject to the BCBCA, BEPC may agree to indemnify and may indemnify any person who was or is a party or is threatened to be made a party to, or
is otherwise involved in, any threatened, pending or completed action relating to the performance of services of such person for BEPC, for all liability and loss suffered (including, without limitation, any judgments, fines, or penalties and amounts
paid in settlement) and expenses (including
|
|
Under BEPs limited partnership agreement, BEP is required to indemnify to the fullest extent permitted by law
BEPs general partner and any of its affiliates (and their respective officers, directors, agents, shareholders, partners, members and employees), any person who serves on a governing body of a holding entity or operating entity of BEP and any
other person designated by BEPs general partner as an indemnified person, in each case, against all losses, claims, damages, liabilities, costs or expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements
and other amounts arising from any and all claims, demands, actions, suits or proceedings, incurred by an indemnified person in connection with BEPs investments and activities or by reason of their holding such positions, except to the extent
that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified persons bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew
to have been unlawful. In addition, under BEPs limited partnership agreement: (i) the liability of such persons has been limited to the fullest extent permitted by law, except to the extent that their conduct involves bad faith, fraud or
willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful; and (ii) any matter that is approved by the independent directors of BEPs general partner will not constitute a breach
of BEPs limited partnership agreement or any duties stated or implied by law or equity, including
|