Laserfiche WebLink
<br />. <br /> <br />. <br /> <br />party if and to the extent required by the court conducting the proceeding, or any other court of <br />competent jurisdiction to which the party has applied. <br /> <br />(d) Claims by or in the Right of COI:poration. Indemnification <br />permitted under this Section 5.1 in connection with a proceeding by or in the right of the <br />corporation shall be limited to expenses incurred in connection with the proceeding. <br /> <br />(e) Combined Proceedings. If any claim made by or in the right of the <br />corporation against a party is joined with any other claim against such party in a single <br />proceeding, the claim by or in the right of the corporation (and all expenses related thereto) shall <br />nevertheless be deemed the subject of a separate and distinct proceeding for purposes of this <br />Article. <br /> <br />Section 5.2 Prior Authorization Required. Any indemnification under Section 5.1 <br />(uiJless ordered by a court) shall be made by the corporation only if authorized by the board of <br />directors by a majority vote of a quorum of such board, which quorum shall consist of directors <br />not parties to the subject proceeding, or by such other person or body as permitted by law. <br /> <br />Section 5.3 Success or Merits or Otherwise. Notwithstanding any other provision of <br />this Article, the corporation shall indemnify a party to the extent such party has been successful, <br />on the merits or otherwise, including without limitation, dismissal without prejudice or <br />settlement without admission of liability, in defense of any proceeding to which the party was a <br />party against expenses incurred by such party in connection therewith. <br /> <br />Section 5.4 Advancement of Expenses. The corporation shall pay for or reimburse the <br />expenses, or a portion thereof, incurred by a party in advance of the final disposition of the <br />proceeding if: (a) the party furnishes the corporation a written affirmation of such party's good <br />faith belief that he or she has met the standard of conduct described in Section 5.1 (a)(i); (b) the <br />party furnishes the corporation a written undertaking, executed personally or on behalf of such <br />party, to repay the advance ifit is ultimately determined that the party did not meet such standard <br />of conduct; and (c) authorization of payment and a determination that the facts then known to <br />those making the determination would not preclude indemnification under this Article have been <br />made in the manner provided in Section 5.2. The undertaking required by clause (b) must be an <br />unlimited general obligation of the party, but need not be secured and may be accepted without <br />reference to financial ability to make repayment. <br /> <br />Section 5.5 Notification to Shareholders. Any indemnification of or advance of <br />expenses to a director (but not to any other party) in accordance with this Article, if arising out of <br />a proceeding by or on behalf of the corporation, shall be reported in writing to the shareholders <br />with or before the notice of the next meeting of shareholders. <br /> <br />Section 5.6 Insurance. By action of the board of directors, notwithstanding any <br />interest of the directors in such action, the corporation may purchase and maintain insurance in <br /> <br />fd0985 <br /> <br />-9- <br />