Liability for Breach of Warranty

Directors are supposed to act within the scope of their authority. Thus, where they transact in respect of matters ultra vires the company or ultra vires the

Articles, they may be proceeded against personally for any loss sustained by the third party.

What are the rights and liabilities of the Directors for their ultra vires acts? Is it in order for the company to indemnify the Directors against all liabilities that

may beincurred by them?