or was a director of the corporation, against reasonable expenses incurred by the director in connection with the proceeding. Neither the articles of incorporation of Divested Litchfield Park
Properties, Inc. nor Goodyear Farms, Inc. limit the indemnification provisions provided by Section 10-852.
Section 10-856 of the Arizona Revised Statutes provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because the individual is or was an
officer of the corporation to the same extent as a director.
Goodyear Canada Inc.
Goodyear Canada Inc. is an Ontario corporation. Under the Business Corporations Act (Ontario) (the OBCA), a corporation may indemnify a director or
officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporations request as a director or officer, or an individual acting in a similar capacity, of another entity, against
all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual
is involved because of that association with the corporation or other entity if: (i) the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interest of the other
entity; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individuals conduct was lawful. Such an individual is
entitled to such indemnity from the corporation if the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and if the individual fulfils the
conditions set out in (i) and (ii) in the immediately preceding sentence. A corporation may, with the approval of a court, also indemnify such an individual in respect of an action by or on behalf of the corporation or other entity to obtain a
judgment in its favor, to which the individual is made a party because of the individuals association with the corporation or other entity, if the individual fulfills the conditions set out in (i) above.
In addition, the bylaws of Goodyear Canada Inc. require the corporation to indemnify its directors and officers, subject to the OBCA, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a judgment, which that officer or director reasonably incurs in respect of any civil, criminal, administrative, investigative or other proceeding to which that officer or
director is made a party by reason of being or having been a director or officer of the corporation or of a body corporate.
Raben Tire Co., LLC
Raben Tire Co., LLC is an Indiana limited liability company. Section 23-18-2-2 of the Indiana Code provides that, unless a limited liability companys articles of organization state otherwise, every limited liability company has the same powers as an
individual to do all things necessary or convenient to carry out its business and affairs, including indemnifying and holding harmless any member, manager, agent or employee from and against any and all claims and demands, except in the case of
action or failure to act by the member, agent or employee which constitutes willful misconduct or recklessness and subject to any standards and restrictions set forth in a written operating agreement. Pursuant to Section 23-18-4-4 of the Indiana Code, a written operating agreement may provide for indemnification of a member or manager for judgments, settlements, penalties,
fines or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
The operating agreement of
Raben Tire Co., LLC indemnifies The Goodyear Tire & Rubber Company, as its sole member (the Member), against any loss, damage, claim or expense whatsoever incurred by the Member relating to or arising out of any act or omission
or alleged acts or omissions performed or omitted by the Member on behalf of Raben Tire Co., LLC in connection with its business to the fullest extent provided or allowed by the Indiana Business Flexibility Act, as amended from time to time, and
Indiana law.
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