final disposition of the proceeding shall be made only upon receipt of
an undertaking by the director or officer to repay all amounts advanced
if it should be ultimately determined that the director or officer is
not entitled to be indemnified hereunder or otherwise.
(C) If a claim for indemnification or payment of expenses
hereunder is not paid in full within sixty days after a written claim
therefor by the indemnitee has been received by the Corporation, the
indemnitee may file suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the indemnitee was
not entitled to the requested indemnification or payment of expenses
under applicable law.
(D) The Corporation's obligation, if any, to indemnify or
advance expenses to any person who is serving at its request as a
director, officer, employee or agent of another corporation,
partnership, joint venture or other enterprise shall be reduced by any
amount such person may collect as indemnification from such other
corporation, partnership, joint venture or other enterprise.
(E) Any repeal or modification of the foregoing provisions
hereof shall not adversely affect any right or protection hereunder of
any persons in respect of any act or omission occurring prior to the
time of such repeal or modification.
The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under these Articles or any agreement
or vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
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