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8 <br />The written undertaking required by clause (a) Is an unlimited general <br />obligation of the person makln^ ’t. but need not be secured and shall be <br />accepted without reference to -aclal ability to make the repayment. <br />Section 4. Reimbursement to Witnesses. The corporation shall <br />reimburse expenses* including attorneys^ fees and disbursements, <br />Incurred by a person In connection with an appearance as a witness in a <br />procei»ding at a time when the person has not been made or threatened to <br />be maae a party to a proceeding. <br />Section 5. Determination of Eligibility. <br />a. All determinations whether Indemnification of a person <br />Is required because the criteria set forth In Section 2 of this <br />Article have been satisfied and whether a person Is entitled to <br />payment or reimbursement of expenses In advance of the final <br />disposition of a proceeding as provided in Section 3 of this <br />Article shal1 be made: <br /><1) by the Board by a majority of a quorum. <br />Directors who are at the time parties to the proceeding <br />shall not be counted for determining either a majority or <br />the presence of a quorum; <br /><2) If a quorum order clause <1) cannot be obtained, <br />by a majority of a committee of the Board, consisting <br />solely of two or more directors not at the time parties to <br />the proceeding, duly designated to act In the matter by a <br />majority of the full Board Including directors who are <br />parties; <br />r '• <br />r <br />(3) If a determination is not made under clause (1) <br />or (2), by special legal counsel, selected either by a <br />majority of the Board or a committee by vote pursuant to <br />clause (1) or (2) or, if the requisite quorum of the full <br />Board cannot be obtained and the committee cannot be <br />established, by a majority of the full Board including <br />directors who are parties; <br /><4) if a determination is not made under clauses (1) <br />to <3), by the members, excluding the votes of members who <br />are held by parties to the proceeding; or <br />(5) If an adverse determination Is made under clauses <br />(1) to (4) or under paragraph <b), or If no determination <br />Is made under clauses (1) to <4) or under paragraph (b) . <br />within.60.days after the termination of a proceeding or <br />.^cafterra request for an. advance.of expenses, as the .case cj: <br />may be, by .a court In Minnesota, which may be the same . <br />• court*4n which the proceeding Involvlng-the person's• i'c <br />, liability took place,.upon application of. the person .and.:-c <br />.any notice the court requires. . c <br />r ^ <br />i.