AG 1998 11 16 - Laserfiche WebLink

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for indemnity acted and of the reasonable amount of indemnity due claimant. (c) Any person who at any time serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the rights provided for herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from this provision. (d) The rights granted herein shall not be limited by the provisions contained in Sections 55A-8-51 through 55A-8-56 of the North Carolina Nonprofit Corporation Act or any successor to such statutes. Section 2. Advance Payment of ExDenses. The Corporation shall (upon receipt of an undertaking by or on behalf of the director, officer, employee, committee member, or agent involved to repay the Expenses described herein unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation against such Expenses) pay Expenses incurred by such director, officer, employee, committee member, or agent in defending a Proceeding or appearing as a witness at a time when such person has not been named as a defendant or a respondent with respect thereto in advance of the final disposition of such Proceeding. Section 3. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, committee member, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, Or other enterprise or as a trustee or administrator under an employee benefit plan against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability. Section 4. Definitions. The following terms as used in this Article shall have the following meaning. "Proceeding" means any threatened, pending or completed action, suit, or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit, or proceeding), whether civil, criminal, administrative, investigative or arbitrative and whether formal or informal. "Expenses" means expenses of every kind, including counsel fees. "Liability" means the obligation to pay a judgement,