definiens: ) against Expenses ( as herein defined ), judgments, fines, penalties, ERISA excis e taxes, settlements, loss, liability, and other amounts actually and reasonably incurred in connection with any Proceeding ( as herein defined ), arising by reason of such person ’s Official Capacity ( as herein defined ) or anything done or not done in such person ’s Official Capacity . For purposes of this Section 6.1, a director or officer of the Corporation includes any person ( a ) who is or was a director or officer of the Corporation, ( b ) who is or was serving at the request of the Corporation as a director, officer, manager, member, partner, trustee, or other agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, or ( c ) who was a director or officer of a corporation that was a predecessor corporation o r other entity of the Corporation or of another enterprise at the request of such predecessor corporation or entity . Such indemnification will include the right to receive payment of any Expenses incurred by the indemnitee in connection with any Proceeding in advance of its final disposition, consistent with the provisions of applicable law as then in effect . The right of indemnification provided in this Section 6.1 will not be exclusive of any other rights to which those seeking indemnification may otherwi se be entitled, and the provisions of this Section 6.1 will inure to the benefit of the heirs and legal representatives of any person entitled to indemnity under this Section 6.1 and will be applicable to Proceedings commenced or continuing after the adopt ion of this Section 6.1, whether arising from acts or omissions occurring before or after such adoption . In furtherance, but not in limitation of the foregoing provisions, the following procedures, presumptions and remedies will apply with respect to advan cement of Expenses and the right to indemnification under this Section 6.1 . Indemnitee will be entitled to indemnification and advancement against all Expenses reasonably incurred for serving as a witness by reason of indemnitee ’s Official Capacity in any Proceeding with respect to which indemnitee is not a party