The Registrant may, to the full extent then permitted by law and authorized by the Board,
purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit or self-insurance, on behalf of or for any persons described above against any liability asserted against and incurred by any
such person in any such capacity, or arising out of such persons status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of Article IV of the Regulations, or of
Chapter 1701 of the ORC. Insurance may be purchased from or maintained with a person in which the Company has a financial interest.
The
Registrant, upon approval by the Board, may enter into agreements with any persons whom the Company may indemnify under the Regulations or under the laws of the State of Ohio and may undertake thereby to indemnify such persons and to pay the
expenses incurred by them in defending any action, suit or proceeding against them.
Under Section 1701.13 of the ORC, Ohio
corporations are authorized to indemnify directors, officers, employees and agents within prescribed limits and must indemnify them under certain circumstances. Ohio law does not provide statutory authorization for a corporation to indemnify
directors, officers, employees and agents for settlements, fines or judgments in the context of derivative suits. However, it provides that directors (but not officers, employees or agents) are entitled to mandatory advancement of expenses,
including attorneys fees, incurred in defending any action, including derivative actions, brought against the director, provided that the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced
if it is proved by clear and convincing evidence that the directors act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard for the corporations best interests.
Ohio law does not authorize payment of judgments to a director, officer, employee or agent after a finding of negligence or misconduct in a
derivative suit absent a court order. Indemnification is permitted, however, to the extent such person succeeds on the merits. In all other cases, if a director, officer, employee or agent acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to be the best interests of the corporation, indemnification is discretionary except as otherwise provided by a corporations articles, code of regulations or by contract except with respect to the advancement
of expenses of directors.
Under Ohio law, a director is not liable for monetary damages unless it is proved by clear and convincing
evidence that his or her action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation. There is, however, no comparable provision limiting the
liability of officers, employees or agents of a corporation. The statutory right to indemnification is not exclusive in Ohio, and Ohio corporations may, among other things, procure insurance for such persons.
Item 7. Exemption From Registration Claimed.
Not applicable.
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