Under Section 162 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 that proceeding; provided the Registrant must not make such payments if they are prohibited
under Section 163 of the Act or if it has not first received from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by Section 163, 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 under Sections 160(b), 161 or 162 of the Act if any of the following circumstances apply:
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(a)
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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 its memorandum or articles;
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(b)
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if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses
and, at the time that the indemnity or payment is made, the Registrant is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;
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(c)
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if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly
and in good faith with a view to the best interests of the Registrant or other corporation or entity referenced in the definition of eligible party, as the case may be; or
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(d)
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in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have
reasonable grounds for believing that the eligible partys conduct in respect of which the proceeding was brought was lawful.
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If an eligible proceeding is brought against an eligible party by or on behalf of the Registrant or by or on behalf of another
corporation or entity referenced in the definition of eligible party, the Registrant must neither indemnify the eligible party against eligible penalties to which the eligible party is or may be liable in respect of the proceeding, nor
pay the expenses of the eligible party under Sections 160(b), 161 or 162 of the Act in respect of the proceeding.
Under
Section 164 of the Act, the Supreme Court of British Columbia may, on application of the Registrant or an eligible party, among other things, order the Registrant to indemnify an eligible party against any liability incurred by the eligible
party in respect of an eligible proceeding or to pay expenses incurred by an eligible party in respect of an eligible proceeding, despite Sections 160 to 163 (inclusive) of the Act.
Under the Act, the articles of the Registrant may affect the power or obligation of the Registrant to give an indemnity or pay
expenses to the extent that the articles prohibit giving the indemnity or paying the expenses. This is subject to the overriding power of the Supreme Court of British Columbia under Section 164 of the Act.
Under the articles of the Registrant, subject to the provisions of the Act, the Registrant must indemnify a director, former
director or alternate director of the Registrant and the heirs and legal personal representatives of all such persons against all eligible penalties (as such term is defined in the articles) to which such person is or may be liable, and
the Registrant must, after the final disposition of an eligible proceeding (as such term is defined in the articles), pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and
alternate director is deemed to have contracted with the Registrant on the terms of the indemnity contained in the Registrants articles. The failure of a director, alternate director or officer of the Registrant to comply with the Act or the
articles of the Registrant does not invalidate any indemnity to which such person is entitled under the Registrants articles.