C150385 Feasibility Study - Laserfiche WebLink

Home Browse Search

the Cotrtpany, including service in their capacity as officers, unless it is established that: (i) the act or omission of the indenzuified party was comrx fitted in bad faith; (ii) the indemnified party did not believe such act or omission to be in, or not opposed to, the best interests of the Company, y (iii) azi) to the case of any criminal proceeding, the indemnified party had reasonable cause to believe that the act or omission eras unlmNf -ul; or (hr) the indemnified party is adjudged to be liable to the Company, unless a court of competent jurisdiction determines that such person is entitled to indemnity, The Company shall advance to any director or officer seeking indemnification pursuant to this Section expenses, including attorneys' fees, actually= and reasonably incurred in defending any civil or crunina.1 action, wt or proceeding in advance of any final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer reel -incy indemnification to repay such arnount if it is ultimately determined that he:lshe is not entitled to be indemnified by the Company. If the Company is requested to indemnify an emsting of former director or officer in connection with any threatened, pending or completed action or suit by or in the right of the Company to procure judgment in its favor by reason of the fact that such person was a director, officer, or employee or went of the Company, or is or was serving at the request. of the Company in such capacity, the Company shall indemnify such person against expenses, including attorney =s' fees, but excluding judgments and farces, and for amounts pain in settlement, actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, if such person acted, or failed to act, to good faith and in a manner he reasonably believed to be iii, or not opposed tcl, the best interests of the Company, except that no indemnification shall be made in respect to any claim, issue or matter as to \•Nihich such person shall have been adjudged to be liable to the Compuyr, unless and curtly to the extent that a court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability, but in vice of all circurnstutces of the case, such person is fairly and regason�ably entitled to indemnity for such expenses which the court shall deem to be proper. Section 5.02 Determination by the Board of Directors. Whenever any existing or fort -ier director or officer shall report to the President that he bus incurred or may incur expenses descnl-)ed in Section 5.01 of this Article V, the _Bond of Directors (other than any interested director:) shall, at its next regular meeting or at a special meeting* held within a reasonable time thereafter, deters -iine whether. in regard to the matter involved, the person in question is entitled to indemnification_ pursuant to Section 5.01 of this Article V. If the Board determines that the standards of Section 5,01 of'this Article are met, nde mnification shall be made. If the Board of Directors refuses to indemniAf a person who is determined by a court of competent jurisdiction to be entitled to indemnification under Section 5.01 of this Article or applicable law, the Company shall, in addition to extending such inderrtnification, advance to any person entitled to indemnification and all costs of defense upon receipt of a written undertaking by such person that such amounts will be repaid if it is determined that such person is not entitled to indemnification as a matter of law. The Company shall have the right to refuse indemnification in any instance in which the person to whoa indemnification would otherwise have been extended, if he/she unreasonably refuses to cooperate in the investigation or defense of such matter or to permit the Company, at its own expense, to retain counsel of its own choosmi gr to defend him. =5y