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NEO I SO (iii) By the Court of Common Pleas or the court in which such action, suit or proceeding was brought. Any determination made according to methods (i) or (ii) of Section 12.2(e) above will be promptly communicated to any person who threatened or brought an action or suit by or in the right of this Corporation. (g) Expenses, including attorneys' fees, incurred with respect to any claim, action, suit, proceeding or investigation (or any issue or matter therein) of the character described in this Section 12.2 may be advanced by this Corporation prior to the final disposition thereof as authorized by the Directors in a specific case upon receipt of an undertaking by or on behalf of a Covered Person: (i) to repay such amount, if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Covered Person's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation; (ii) to cooperate with the Corporation concerning the action, suit or proceeding; and (iii) where indemnification is granted, to repay any amount to the extent the expenses so advanced exceed the indemnification to which the Covered Person is entitled. (h) Such indemnification as provided by this Section 12 will not be deemed exclusive of any other rights to which a person who is, or was, serving in a Covered Position may be entitled under this Corporation's Articles of Incorporation, Code of Regulations, or any agreement, vote of disinterested Directors, or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding such office, and will continue as to a person who has ceased serving in a Covered Position and will inure to the benefit of the heirs, legal representatives, executors and administrators of such person. 12.3 Insurance. This Corporation (a) will purchase and maintain insurance on behalf of any Directors and Officers and (b) may purchase and maintain insurance on behalf of any other Covered Person against any liability asserted against the Covered Person or incurred by the Covered Person in any such capacity, or arising out of the Covered Person's status as such, whether or not this Corporation would have the power to indemnify the Covered Person against such liability under Section 12.2 above or the Ohio Nonprofit Corporation Law. 12.4 No Mandatoi;v Indemnification of Volunteer. Section 1702.12(E)(5) of the Ohio Nonprofit Corporation Law will not apply to the Corporation to the extent that it requires the indemnification of volunteers (as that term is defined in Section 1702.01(N) of the Ohio Nonprofit Corporation Law) other than Directors or Officers of the Corporation or directors or officers of another domestic or foreign nonprofit corporation or corporation for profit, or partnership, joint venture, employee benefit plan, trust or other enterprise serving at the request of the Corporation. -18- Northeast Ohio Sourcing Office 5422 f:tict 96th St. Suite 150 Ii 1276.581.6200 (1. ,? ??1?tiv.ncoso.org Clevcland, OH 44125 f 1216.581.6213 '