In consideration of the Director acting as a director of _(“Corporation”),
the Corporation agrees:
- To indemnify and save harmless the Director from and against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Director in respect of any civil, criminal or administrative action or proceeding to which the Director is made a party by reason of the Director being or having been a director or officer of the Corporation; and
- To undertake to obtain the approval of a court, if required, to indemnify and save harmless the Director from and against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Director in respect of any action by or behalf of the Corporation to procure a judgment in its favour to which the Director is made a party by reason of being or having been a director or officer of the Corporation, except where the Director has failed to act honestly and in good faith with a view to the best interests of the Corporation or, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, where the Director did not have reasonable grounds for believing that his conduct was lawful….
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