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Indemnification 56. (I) A corporation shall have power to indemnify any person
of directors who was or is a party or is threatened to be made a party to
and officers 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) by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed
to the best interest of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of no contest, or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(2) A corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgement
in its favor by reason of the fact that he is or was a director
or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or the
enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or in-connection
with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court
in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
(3) To the extent that a director or officer of a corporation
has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (1)
or (2), or in the defense of a claim, issue or matter therein,
he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(4) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid in advance of the
final disposition of such action, suit or proceeding as
authorized by the board of directors in the specific case
upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this action.
(5) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director or officer of the corporation or is or was serving at
the request of the corporation as a director or officer against
any liability asserted against him.and incurred by him in
such capacity whether or not the corporation would have
the power to indemnify him against such liability under the
provisions of this section.