RES 361 Draft 01 2020-2022 - Laserfiche WebLink

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arbor. or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in and not apposed to the best interests of this corporation, except that no of any claim,issue,or matter as to which such indemnification shall be made in respect person shall have been adjudged to be liable for gross negligence or wiljf�l misconduct in . the performance of his or her duty to this corporation unless and only to the extent that the count in which such action or scut I,25 brought shall determine upon application that, despite the adjudication of liability'but in view of all the circumstances of , such person is fairly and reasonably entitled to indemnity for such expenses which such.court shall deem proper. {e) To the extent that a director,officer,employee,or agent of the corporation or of any division of corporation has been successful on the merits or otherwise in defense of any action,suit,or proee�„ding referred to in p graphs{a)and (b) of this Section, or in defense of any claim,issue,or matter therein,he or she shall be indemnified against expenses(including reasonable attorneys'fees) actually and reasonably incurred by him or her in connection therewith (d) Any indemnification under paragraphs (a)and(b)of this Section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon adetermination-that indemnification of the director,officer,emPloyee, s because he or she has met'the applicable standard or agent is proper in the circumstance Mof conduct set forth in paragraphs (a)and(b)and as otherwise provided by law. Such determination may be made(1) by the Board by a majority vote of a quote consisting of directors who were not parties to such action,suit,or proceeding, or(2)if such a quorcun pinion to the corparatio is-not obtainable,by independent legal counsel in a written oi+