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<br />- <br /> <br />e <br /> <br />settlements and reasonable expenses (including, without limitation. attorneys' fees) actually <br />incurred by such person in connection with such proceeding, and indemnification under this <br />Article V shall continue as to a person who has ceased to serve in the capacity which <br />initially entitled such person to indemnity hereunder. The' rights granted pursuant to this <br />Article V shall be deemed contract rights. and no amendment. modification or repeal of this <br />Article V shall have the effect of limiting or denying any such rights with respect to actions <br />taken or proceedings arising prior to any such amendment, modification or repeal. It is <br />expressly acknowledged that the indemnification provided in this Article V could involve <br />indemnification for negligence or under theories of strict liability. <br /> <br />Section 2. Advance Payment. The right to indemnification conferred in this <br />Article V shall include the right to be paid in advance or reimbursed ,by the Authority the <br />reasonable expenses incurred by a person of the type entitled to be indemnified under <br />Section 1 whq was, is or is threatened to be made a named defendant or respondent in a <br />proceeding in advance of the final disposition of the proceeding and without any <br />determination as to the person's ultimate entitlement to indemnification; provided, however. <br />that the payment of such expenses incurred by any such pers'on in advance of the final <br />disposition of a proceeding. shall be made only upon delivery to the Authority of a written <br />affirmation by such Director or officer of his or her good faith belief that he or she has met <br />the standard of conduct necessary for indemnification under this Article V and a written <br />undertaking, by or on behalf of such person. to repay all amounts so advanced if it shall <br />ultimately be determined that such indemnified person is not entitled to be indemnified <br />under this Article V or otherwise. <br /> <br />Section 3. Indemnification of Employees and Agents: The Authority. bY,adoption <br />of a resolution of the Board. may indemnify and advance expenses to an employee or <br />agent of the Authority to the same extent and subject to the same conditions under which it <br />may indemnify and advance expenses to Directors and officers under this Article V; and the <br />Authority may indemnify and advance expenses to persons who are not or were not <br />Directors, officers, employees or agents of the Authority but who are or were serving at the <br />request of the Authority as a Director, officer, partner. venturer, proprietor. trustee, <br />employee, agent or similar functionary of another foreign or domestic corporation, <br />partnership, joint venture, sole proprietorship, trust. employee benefit ..plan or other <br />enterprise against any liability asserted against him or her and incurred by him or her in <br />such a capacity or arising out of his or her status as such a person to the same extent that it <br />may indemnify and advance expenses to Directors under this Article V. <br /> <br />Section 4. Appearance as a Witness. Notwithstanding any other provision of this <br />Article V, the Authority shall payor 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 Authority or its business at a time when he or she is not a named defendant or <br />respondent in the proceeding. <br /> <br />Section 5. Non-exclusivity of Rights. The right to indemnification and the <br />advancement and paymen~ of expenses conferred in this Article V shal! not be, ~~c1usive of <br /> <br />...... <br /> <br />9 <br /> <br />I <br />J <br />