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In the context of indemnification against claims of liability of an office bearer, what is the distinction between "exercise" and "purported exercise" of powers?

One definition of "purport":

To convey, imply, or profess; to have an appearance or effect.

Here's the context I'm asking about:

for any act or omission respectively by them in good faith and in the exercise or purported exercise of powers or functions, or in the discharge or purported discharge of duties

Clearly "exercise of powers" would include powers that are authorized or delegated. Does "purported exercise of powers" include powers that are believed to be authorized or delegated, but in fact are not? Or what does "purported" mean in this context?

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  • This sounds like an indemnification clause for company officers. I red line them in agreements I enter into, and tell the company to purchase an insurance policy like the rest of the world does. I'm not a party to the agreement to accept the risk of the company's executives.
    – jww
    Jul 27, 2019 at 8:29

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It means exactly that:

powers that are believed to be authorized or delegated, but in fact are not

Providing the belief is genuine and reasonable.

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