Under the Registrant’s Articles and Section 160 of the Act,
subject to Section 163 of the Act, the Registrant may:
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a) |
indemnify an individual who:
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i. |
is or was a director or officer of the Registrant,
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ii. |
is or was a director or officer of another corporation
(A) at a time when such corporation is or was an affiliate of
the Registrant; or (B) at the Registrant’s request, or
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iii. |
at the Registrant’s request, is or was, or holds or
held a position equivalent to that of, a director or officer of a
partnership, trust, joint venture or other unincorporated
entity,
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including, subject to certain limited exceptions, the heirs and
personal or other legal representatives of that individual
(collectively, an “eligible party”), against all
eligible penalties, defined below, to which the eligible party is
or may be liable; and
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b) |
after final disposition of an eligible proceeding, pay
the expenses actually and reasonably incurred by an eligible party
in respect of that proceeding, where:
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i. |
“eligible penalty” means a judgment,
penalty or fine awarded or imposed in, or an amount paid in
settlement of, an eligible proceeding,
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ii. |
“eligible proceeding” means a proceeding
in which an eligible party or any of the heirs and personal or
other legal representatives of the eligible party, by reason of the
eligible party being or having been a director or officer of, or
holding or having held a position equivalent to that of a director
or officer of, the Registrant or an associated corporation
(A) is or may be joined as a party, or (B) is or may be
liable for or in respect of a judgment, penalty or fine in, or
expenses related to, the proceeding,
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iii. |
“expenses” includes costs, charges and
expenses, including legal and other fees, but does not include
judgments, penalties, fines or amounts paid in settlement of a
proceeding, and
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iv. |
“proceeding” includes any legal
proceeding or investigative action, whether current, threatened,
pending or completed.
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Under the Registrant’s Articles, the Registrant may also indemnify
any employee, agent or representative of the Registrant subject to
any restrictions under the Act.
Under the Registrant’s articles and Section 161 of the Act,
and subject to Section 163 of the Act, the Registrant must,
after the final disposition of an eligible proceeding, pay the
expenses actually and reasonably incurred by an eligible party in
respect of that proceeding if the eligible party (a) has not
been reimbursed for those expenses, and (b) is wholly
successful, on the merits or otherwise, in the outcome of the
proceeding or is substantially successful on the merits in the
outcome of the proceeding.
Under Section 162 of the Act, and subject to Section 163
of the Act, the Registrant may pay, as they are incurred in advance
of the final disposition of an eligible proceeding, the expenses
actually and reasonably incurred by an eligible party in respect of
the proceeding, provided that the Registrant must not make such
payments unless the Registrant first receive from the eligible
party a written undertaking that, if it is ultimately determined
that the payment of expenses is prohibited under Section 163
of the Act, the eligible party will repay the amounts advanced.
Under Section 163 of the Act, the Registrant must not
indemnify an eligible party against eligible penalties to which the
eligible party is or may be liable or pay the expenses of an
eligible party in respect of that proceeding under
Sections 160, 161 or 162 of the Act, as the case may be, if
any of the following circumstances apply:
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a) |
if the indemnity or payment is made under an earlier
agreement to indemnify or pay expenses and, at the time that the
agreement to indemnify or pay expenses was made, the Registrant was
prohibited from giving the indemnity or paying the expenses by the
Registrant’s memorandum or articles;
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