2022-073 Ordinance - Laserfiche WebLink

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commercial, distribution and research development in and for the bereft of the City and its inhabitants. 19. The term of the Agreement shall commence on the date of its making and shall continue in effect thereafter except as otherwise in this paragraph provided. I 1pon the expiration of twenty-four months after either party shall have given to the other party notice of intention to withdraw from this Agreement, no further actions, agreements, contracts, liabilities or obligations shall be initiated or incurred pursuant to this Agreement, botany action, agreement, contract, liability or obligation which has been commenced, entered into, initiated or incurred prior to the expiration of such twenty-four month period shall not be affected by such withdrawal. Notice of withdrawal shall be given to the City by delivering a copy of such notice to the office of the City Clerk and to the Corporation by delivering a copy of such notice to the person in charge of its principal office. 20. Each member of the Board of Directors and officers of the Corporation (and each member's heirs, executors and administrators) who is made a party to any litigation, action, suit or proceeding, (whether civil, criminal, or administrative) by reason of being or having been a director or officer of the Corporation or a trustee, director or officer of any other corporation which the member served at the request of the Corporation, shall be entitled to be indemnified by the Corporation and the City of North Olmsted against the reasonable expenses actually incurred by the member in connection with the defense of such litigation, except in relation to the following matters: a. Those as to which the member shall finally be adjudicated in such litigation to be liable because of dereliction in the performance of the member's duties as such trustee, director or officer; or It. Those which have resulted in a judgment in favor of the Corporation and against the member, or which are settled by any payment by the member to the Corporation. Except in cases where above clause (a) or clause (b) applies, "expense" shall be deemed to include fines and penalties imposed on such person, and amounts paid upon a plea of nolo contendere or similar plea or in compromise or settlement of the litigation or in satisfaction ofjudgments, if, and only if, such indemnification, and the amounts to be indemnified against. are approved as being reasonable in the circumstances by (i) the vote of a majority of the Directors of the Corporation in office if such majority arc not involved in any such litigation or (ii) the vote of a majority of the members of the Corporation excluding for the purposes hereof the members involved in such litigation, or (iii) a court of competent jurisdiction. The foregoing right of indemnification shall not be exclusive of other rights to which such person, or the person's heirs, executors or administrators, may be entitled.