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Indemnification of Directors, Officers, Employees, and Agents
- Indemnification. To the fullest extent permitted by law as it presently exists or may hereafter be amended, OPUDA shall defend, advance expenses, save and hold harmless and indemnify its directors, officers, employees and agents, whether elected or appointed, who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, arising out of any act or omission of such person occurring in the performance of such person’s duties to OPUDA and against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of a proceeding) or advancement of expenses not paid in full, OPUDA shall be required to indemnify a covered person in connection with a proceeding that was commenced by such covered person only if the commencement of such proceeding by the covered person was authorized in the specific case by the Board.
- Advancement of Expenses. The Board may but need not authorize OPUDA to pay the expenses (including attorneys' fees) actually and reasonably incurred by a person covered by Article VII, Section 1, in defending any proceeding in advance of its final disposition, if (a) such person requests it in writing, and (b) OPUDA receives an undertaking by or on behalf of such person that all advanced amounts will be repaid to OPUDA if it is ultimately determined by final decision that such person was not entitled to indemnification by Article VII, section 1 or by applicable law. Payment of such expenses actually and reasonably incurred by such person may be made by OPUDA, subject to such terms and conditions as OPUDA, in its discretion, deems appropriate.
- Insurance. The Board shall procure and maintain insurance against all such liability of OPUDA and its directors, officers, and employees, and agents to the extent such insurance is authorized by law.
- Repeal, Amendment, or Modification. Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any person in respect of any act or omission occurring prior to the time of such repeal or modification.
