New York Business Corporation Law Section 725 - Other provisions affecting indemnification of directors and officers.

725. Other  provisions  affecting  indemnification  of  directors  and
       officers.
(a) All expenses incurred in defending a civil or criminal  action  or
  proceeding  which are advanced by the corporation under paragraph (c) of
  section 723 (Payment of indemnification other than by  court  award)  or
  allowed  by  a court under paragraph (c) of section 724 (Indemnification
  of directors and officers by a court) shall be repaid in case the person
  receiving such advancement or allowance is ultimately found,  under  the
  procedure   set   forth   in   this  article,  not  to  be  entitled  to
  indemnification or, where indemnification is granted, to the extent  the
  expenses  so  advanced by the corporation or allowed by the court exceed
  the indemnification to which he is entitled.
(b) No indemnification, advancement or allowance shall be  made  under
  this article in any circumstance where it appears:
(1) That the indemnification would be inconsistent with the law of the
  jurisdiction  of  incorporation of a foreign corporation which prohibits
  or otherwise limits such indemnification;
(2) That the indemnification would be inconsistent with a provision of
  the certificate of incorporation, a by-law, a resolution of the board or
  of the shareholders, an agreement or other proper corporate  action,  in
  effect  at  the  time  of  the  accrual  of  the alleged cause of action
  asserted in the threatened or pending action or proceeding in which  the
  expenses  were  incurred  or other amounts were paid, which prohibits or
  otherwise limits indemnification; or
(3) If there has been a settlement approved by  the  court,  that  the
  indemnification would be inconsistent with any condition with respect to
  indemnification   expressly  imposed  by  the  court  in  approving  the
  settlement.
(c) If  any  expenses  or  other  amounts   are   paid   by   way   of
  indemnification,  otherwise  than  by  court  order  or  action  by  the
  shareholders, the corporation shall, not  later  than  the  next  annual
  meeting  of shareholders unless such meeting is held within three months
  from the date of such payment, and, in any event, within fifteen  months
  from the date of such payment, mail to its shareholders of record at the
  time  entitled  to  vote  for  the  election  of  directors  a statement
  specifying the persons paid, the amounts paid, and the nature and status
  at the time of such payment of the litigation or threatened litigation.
(d) If any action with respect to  indemnification  of  directors  and
  officers  is  taken  by  way  of amendment of the by-laws, resolution of
  directors, or by agreement, then the corporation shall, not  later  than
  the  next  annual  meeting  of shareholders, unless such meeting is held
  within three months from the date of such action,  and,  in  any  event,
  within  fifteen  months  from  the  date  of  such  action,  mail to its
  shareholders of record at the time entitled to vote for the election  of
  directors a statement specifying the action taken.
(e) Any  notification  required  to  be made pursuant to the foregoing
  paragraph (c) or (d) of this section  by  any  domestic  mutual  insurer
  shall  be  satisfied  by compliance with the corresponding provisions of
  section one thousand two hundred sixteen of the insurance law.
(f) The provisions of this  article  relating  to  indemnification  of
  directors  and  officers  and insurance therefor shall apply to domestic
  corporations and foreign corporations  doing  business  in  this  state,
  except as provided in section 1320 (Exemption from certain provisions).

Last modified: February 3, 2019