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on which any settlement or compromise is or has been effected, if <br /> the total expense, including the cost of settlement, shall substan- <br /> tially exceed the expense which might reasonably have been incurred <br /> by that director or officer in conducting that litigation to a <br /> final conclusion. The foregoing right of indemnification shall not <br /> be exclusive of other rights to which any director or officer may <br /> be entitled as a matter of law. <br /> NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE CORPORATION <br /> SHALL NOT INDEMNIFY ANY PERSON IN RESPECT OF ANY MATTER FOR WHICH <br /> SUCH PERSON IS ELIGIBLE FOR INDEMNIFICATION, - EITHER IN WHOLE OR -IN <br /> PART, BY THE TERMS OF ANY INSURANCE POLICY OR BY ANOTHER ORGANIZA- <br /> TION. <br /> B. Dealings with Other Corporations and organizations. In <br /> the absence of fraud, no contract or other transaction between this <br /> corporation and any other corporation, and no other act of this <br /> corporation, shall in any way be invalidated or otherwise affected <br /> by the fact that any one or more of the directors or officers of <br /> this corporation are pecuniarily or otherwise interested in, or are <br /> directors or officers of, that other corporation. Any director or <br /> individual, or any partnership, association, or business trust of <br /> which any director or officer is a member or beneficiary, may be a <br /> party to, or may be pecuniarily or otherwise interested in, any <br /> contract or transaction of this corporation, provided the fact that <br /> he individually, or such partnership, association, or business <br /> trust, is so interested shall be disclosed or shall have been known <br /> to the Board of Directors (or a majority thereof) ; and any director <br /> of this corporation who is also a director or officer of any such <br /> other corporation or who is so interested, or is a member or bene- <br />