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41 <br /> and that, in view of all the circumstances of the case, such <br /> person's conduct fairly and equitably merits such relief. <br /> (f) When such action is brought in a state other than North <br /> Carolina and the result thereof is as would have entitled the <br /> defendant officer or Director to make a motion in the cause for <br /> indemnification or reimbursement of the officer or Director's <br /> expenses of defense if the action had been brought in North <br /> Carolina, but no such relief is available in the state in which the <br /> * <br /> action is actually brought, the defendant officer or Director may <br /> bring a separate action against the corporation in North Carolina <br /> for such indemnification or reimbursement as the officer or <br /> Director might have recovered had the suit against the officer or <br /> Director been brought in North Carolina. Notice of said action for <br /> indemnification or reimbursement shall be sent, in such form as the <br /> court may approve and at the corporation's expense, to the party or <br /> parties plaintiff in the prior action who shall be entitled to be <br /> heard. <br /> (g) As used in this Section 5, the term "person" includes the <br /> legal representative of such person. <br /> Section 6. Procedures. Proceedings will be governed by and <br /> conducted according to the latest edition of Robert's Rules of <br /> Order. <br /> 4 <br /> Ra12\1255090-006\0047496.06\10-07-94 32 <br />