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37 <br /> venture, trust, or other enterprise against any liability <br /> asserted against the Director, officer, employee or agent and <br /> incurred in such capacity, or arising out of the Director, <br /> officer, employee or agent's status as such, whether or not <br /> the corporation would have the power to indemnify the <br /> Director, officer, employee or agent against such liability. <br /> (c) Expenses incurred by a Director, officer, employee <br /> or agent in defending a civil or criminal action, suit or <br /> proceeding may be paid by the corporation in advance of the <br /> final disposition of such action, suit or proceeding as <br /> authorized by the Board of Directors in the specific case upon <br /> receipt of an undertaking by or on behalf of the Director, <br /> officer, employee or agent to repay such amount unless it <br /> shall be ultimately determined that the Director, officer, <br /> employee or agent is entitled to be indemnified by the <br /> corporation as authorized in Sections 55A-8-50, et. seq. , of <br /> the North Carolina General Statutes or as authorized in these <br /> by-laws. <br /> (d) Any person who is or was serving as Director, <br /> officer, employee or agent of the corporation, or in any such <br /> capacity at the request of the corporation in any other <br /> corporation, partnership, joint venture, trust or other <br /> enterprise, and who is or was a party or is threatened to be <br /> made a party to any threatened, pending or completed action, <br /> suit or proceedings, whether civil, criminal, administrative <br /> or investigative, not brought by the corporation nor brought <br /> Fta12\R55090-006\0047496.06\10-07-94 28 <br />