Laserfiche WebLink
is threatened to be made a named defendant or respondent in a proceeding in advance of <br />the final disposition of the proceeding and without any determination as the person's <br />ultimate entitlement to indemnification; provided, however, that the payment of such <br />expenses incurred by any such person in advance of the final disposition of a proceeding, <br />shall be made only upon delivery to the Corporation of a written affirmation by such <br />Director or officer of his or her good faith belief that he or she has met the standard of <br />conduct necessary for indemnification under this Article VI and a written undertaking, by <br />or on behalf of such person, to repay all amounts so advanced if it shall ultimately be <br />determined that such indemnified person is not entitled to be indemnified und~'i- this <br />Article VI or otherwise. <br /> <br />6.4 <br /> <br />Appearance as a Witness. Notwithstanding any other provision of this Article VI, the <br />Corporation may pay or reimburse expenses incurred by a Director or officer in <br />connection with his or her appearance as a witness or other participation in a proceeding <br />involving the Corporation or its business at a time when he or she is not a named <br />defendant or respondent in the proceeding. <br /> <br />6.5 <br /> <br />Non-exclusivity of Rights. The fight to indemnification and the advancement and <br />payment of expenses conferred in this Article VI shall not be exclusive of any other right <br />which a Director or officer or other person indemnified pursuant to this Article VI may <br />have or hereafter acquire under any law (common or statutory), provision of the Articles <br />of Incorporation of the Corporation or these Bylaws, agreement, vote of members or <br />disinterested Directors or otherwise. <br /> <br />1669x,02~Drall Bylaws 19 <br /> <br /> <br />