RES 361 Draft 01 2020-2022 - Laserfiche WebLink

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SEC-7ON 7.2. Indemnification. (a) Except as otherwise provided by law,the corporation shall indemnify each.Berson who was or is a party or is threatened to be made a party to any threatened, pending,or completed action, suit,or proceeding, whether civil,criminal, administrative, or investigative(other than an action by or in the right of the corporation)because he or she was a director, officer, employee, or agent of the corporation or any division of the i corporation, against expenses (including reasonable attorneys`fees),judgments,fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action,suit, or proceeding if be or she acted in good faith and in a manner he or she reasonably believed to be in and not=opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding,bad no reasonable cause to believe ,his or her conduct was unlawful. The termination of any action, suit, or pmcceeding by, judgment,order, settlement,conviction,or upon a plea of nolo contendere or its equivalent., shall not,of itself create a presumption that the person did not act in good faith and in a manner which be or she reasonably believed to be in and not opposed to the best interim of this corporation and,with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) The corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatendd, petlding„ or completed action, suit by or in the right of the corporation to procure a judgment in its favor because he or she is or wase director, officer, employee,or agent of the corporation or of any division of the corporation,against expenses(including reasonable attorneys'fees) actually and reasonably incurred by birn or her in connection with the defense or settlement of such I E i