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<br />ARTICLE XI <br />INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES <br /> <br />Section 11,1 Right to Indemnification. <br /> <br />A. Definitions. In this Article: <br /> <br />(1) Covered person includes current and former Directors, ex-officio directors, <br />committee rnembers, and employees of the Agency, and the estate of a current or <br />former Director, ex-officio director, comrnittee member or employee of the Agency. <br /> <br />(2) Loss means a surn ofrnoney which a covered person is legally obligated to pay. <br /> <br />(3) Proceeding means any threatened, pending or completed claim, action, suit or civil, <br />criminal, administrative, arbitrative or investigative proceeding. <br /> <br />B. Coverage generally. To the fullest extent permitted by law, the Agency shall <br />indemnify and defend a covered person in accordance with this section from and against a loss <br />arising in connection with a proceeding relating to an act or ornission of the covered person during <br />the course and scope of the covered person's office or employment for the Agency. <br /> <br />C. Additional coverage. In addition to the coverage described in subsection B of this <br />section, the Agency will pay the following: <br /> <br />(1) <br />(2) <br />(3) <br />(4) <br />D. <br />must: <br />(1) <br /> <br />The Agency's expenses in investigating and defending the proceeding; <br /> <br />Court costs assessed against a covered person; <br /> <br />Reasonable expenses ofthe covered person incurred at the Agency's request or with <br />the Agency's approval; and <br /> <br />Attorney's fees ordered by a court to be paid by the covered person. <br /> <br />Criteria/or coverage. To be entitled to coverage under this section, a covered person <br /> <br />Notify the Agency's General Manager or legal counsel in writing as soon as <br />practicable, but not later than three working days, after receipt of written notice of a <br />proceeding; <br /> <br />(2) <br /> <br />Cooperate with the Agency in the conduct of the proceeding, negotIatIon of <br />settlements, and enforcement of any rights of the Agency or the covered person <br />against any claimant; <br /> <br />(3) <br /> <br />Attend depositions, hearings and trials, and assist in securing evidence and obtaining <br />the attendance of witnesses; <br /> <br />-11- <br /> <br />I <br /> <br />I <br /> <br />I <br />