User:RfS/Other Scratch

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ARTICLE IX. INDEMNIFICATION

Section 1. Directors and Officers.

Pursuant to ORS 65.387 to 65.414, Free Geek shall indemnify, to the fullest extent provided in the Act, any Director or Officer who was or is a Party or is threatened to be made a Party to any Proceeding (other than an action by or in the right of Free Geek) by reason of or arising from the fact that such person is or was a Director or Officer of Free Geek. The determination and authorization of indemnification shall be made as provided in the Act.

Section 2. Advance of Expenses.

Free Geek may pay for or reimburse the reasonable Expenses incurred by a Director or Officer who is a Party to a Proceeding in advance of final disposition of the Proceeding as provided in the Act.

Section 3. Insurance.

At the discretion of the Board, Free Geek may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of Free Geek against any Liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not Free Geek would have the power to indemnify such person against such Liability under the provisions of this Article.

Section 4. Purpose and Exclusivity.

The indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, provision of the Articles of Incorporation, agreement, vote of the Board or otherwise.

Section 5. Definitions.

The terms used in this Article shall have the same meanings given them in ORS 65.387 to 65.414.