b) Affiliated Institution has the meaning ascribed to such term in Section 3.9;
c) Agreement means this indemnification agreement, as it may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with this Agreement;
d) Board has the meaning ascribed to such term in the Preamble.
e) Business Corporations Act means the Business Corporations Act (British Columbia) and its regulations;
f) Business Day means any day on which banks are open for business in New York City, New York and Montreal, Québec (which, for avoidance of doubt, shall not include Saturdays, Sundays and public holidays in any of the foregoing localities);
g) Company means [Knowlton Development Corporation, Inc.] and any of its successors and assigns, including any successor by way of amalgamation, merger, arrangement or other reorganization;
h) Expenses means all losses, liabilities, claims, damages, costs, charges, statutory obligations, interest, Taxes, Legal Costs, and other expenses of whatever nature or kind, provided that any costs, expenses and professional fees included as Expenses under this Agreement must be reasonable;
i) Indemnification Event has the meaning ascribed to such term in Section 3.1;
j) Indemnified Party has the meaning ascribed to such term in the Preamble;
k) Indemnitees means the Indemnified Party and his/her heirs and personal or other legal representatives;
l) Legal Costs means all reasonable professional fees (including but not limited to attorneys fees, solicitors fees, consultants fees, and experts fees), court costs, expenses, and other fees and costs incurred in connection with a proceeding.
m) Notice has the meaning ascribed to such term in Section 18.1;
n) Parties means the Company and the Indemnified Party;
o) proceeding includes any legal proceeding (including a civil, arbitral, mediational, criminal, quasi-criminal, administrative or regulatory action or proceeding) or investigative action, whether current, threatened, pending or completed;
p) settlement amounts has the meaning ascribed to such term in Section 3.1; and
q) Taxes includes any assessment, reassessment, claim or other amount for taxes, charges, duties, levies, imposts or similar amounts, including any interest and penalties in respect thereof.
ARTICLE 2: AGREEMENT TO SERVE
2.1 The Indemnified Party agrees to become and serve as, or continue to be and serve as, as the case may be, a director and/or an officer of the Company and, if requested by the Company and provided it is agreeable to the Indemnified Party, the Indemnified Party also agrees to become and serve as, or continue to be and serve as, as the case may be, a director and/or an officer of any Affiliate designated by the Company.
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