Section 1051. Scope of Indemnification.
(a) The Association shall indemnify an Indemnified Representative against any Liability incurred in connection with any Proceeding
in which the Indemnified Representative may be involved as a party or otherwise, by reason of the fact that such person is or was
serving in an Indemnified Capacity, including without limitation Liabilities resulting from any actual or alleged breach or neglect of
duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except
where such indemnification is expressly prohibited by applicable law or where the conduct of the Indemnified Representative has been
determined to constitute willful misconduct or recklessness within the meaning of 42 Pa. C.S. 8365(b) or any superseding provision of law,
sufficient in the circumstances to bar indemnification against Liabilities arising from the conduct.
(b) If an Indemnified Representative is entitled to indemnification in respect of a portion, but not all, of any Liabilities to which such person
may be subject, the Association shall indemnify such Indemnified Representative to the maximum extent for such portion of the Liabilities.
(c) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself,
create a presumption that the Indemnified Representative is not entitled to indemnification.