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Nonexclusivity and supplementary coverage - 15 Pa. Cons. Stat. § 518Legal Research Home > Pennsylvania Statutes Sponsored Links
§ 518. Nonexclusivity and supplementary coverage.
(a) General rule.--The indemnification and advancement of
expenses provided by or pursuant to section 522 (relating to
indemnification of authorized representatives) or any other
provisions of law providing for indemnification or advancement
of expenses applicable to any domestic corporation shall not be
deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of shareholders, members or directors
or otherwise, both as to action in his official capacity and as
to action in another capacity while holding that office. Any
domestic corporation may create a fund of any nature, which may,
but need not be, under the control of a trustee, or otherwise
secure or insure in any manner its indemnification obligations,
whether arising under or pursuant to this section or otherwise.
(b) When indemnification is not to be made.--Indemnification
pursuant to subsection (a) shall not be made in any case where
the act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or
recklessness.
(c) Grounds.--Indemnification pursuant to subsection (a)
under any bylaw, agreement, vote of shareholders, members or
directors or otherwise may be granted for any action taken and
may be made whether or not the corporation would have the power
to indemnify the person under any other provision of law except
as provided in this section and whether or not the indemnified
liability arises or arose from any threatened, pending or
completed action by or in the right of the corporation. Such
indemnification is declared to be consistent with the public
policy of this Commonwealth.
(d) Payment of expenses.--Expenses incurred by an officer,
director, employee or agent in defending any action or
proceeding against which indemnification may be made pursuant to
this section may be paid by the corporation in advance of the
final disposition of such action or proceeding upon receipt of
an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.
(e) Rights to indemnification.--The indemnification and
advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or
ratified, 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
person.
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Last modified: November 27, 2007 |