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incurred by her or him in connection with or resulting from any claim, action, suit or proceeding
<br />(i) if such person is wholly successful with respect thereof or, (ii) if not wholly successful, then
<br />if such person is determined as provided in paragraph (e) of this Section 6 to have acted in good
<br />faith, in what he or she reasonably believed to be the best interests of the Corporation (or, in any
<br />case not involving the person's official capacity with the Corporation, in what he or she reasonably
<br />believed to be not opposed to the best interests of the Corporation) and, in addition, with respect
<br />to any criminal action and proceeding, is determined to have had reasonable cause to believe that
<br />the conduct was lawful (or no reasonable cause to believe that the conduct was unlawful). The
<br />termination of any claim, action, suit, or proceeding, by judgment, settlement (whether with or
<br />without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its
<br />equivalent, shall not create a presumption that a person did not meet the standards of conduct set
<br />forth in this Section 6.
<br />b. As used in this Section 6, the terms "claim, action, suit or proceeding" shall include
<br />any threatened, pending, or completed claim, action, suit, or proceeding and all appeals thereof
<br />(whether brought by or in the right of this Corporation, any other corporation or otherwise), civil,
<br />criminal, administrative, or investigative, whether formal or informal, in which a person (or her
<br />or his heirs or personal representatives) may become involved, as a party or otherwise:
<br />L By reason of her or his being or having been a
<br />director or officer of the Corporation or of any
<br />corporation where he or she served as such at the
<br />request of the Corporation, or
<br />ii. By reason of her or his acting or having acted in any capacity in a
<br />corporation, partnership, joint venture, association, trust or other
<br />organization or entity where he or she served as such at the request of the
<br />Corporation, or
<br />iii. By reason of any action taken or not taken by her or him in any such
<br />capacity, whether or not he or she continues in such capacity at the time
<br />such liability or expense shall have been incurred.
<br />C. As used in this Section 6, the terms "liability" and "expense" shall include, but shall
<br />not be limited to, counsel fees and disbursements and amounts of judgements, fines, or penalties
<br />against, and amounts paid in settlement by or on behalf of, a person.
<br />d. As used in this Section 6, the term "wholly successful" shall mean (i) termination
<br />of any action, suit or proceeding against her or him, (H) approval by a court, with knowledge of
<br />the indemnity herein provided, or (iii) the expiration of a reasonable period of time after the
<br />making of any claim or threat of any action, suit or proceeding without the institution of the same,
<br />without any payment or promise made to induce a settlement.
<br />e. Every person claiming indemnification hereunder (other than one who has been
<br />wholly successful with respect to any claim, action, suit, or proceeding) shall be entitled to
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