46 (1) A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or an individual who acts or acted at the corporation’s request as a director or officer, or in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other action or proceeding in which the individual is involved because of that association with the corporation or other entity.  2010, c. 15, s. 46 (1). Advance of costs (2) A corporation may advance money to a director, officer or other individual referred to in subsection (1) for the costs, charges and expenses of an action or proceeding referred to in that subsection, but the individual shall repay the money if the individual does not fulfil the conditions set out in subsection (3).  2010, c. 15, s. 46 (2). Limitation (3) A corporation shall not indemnify an individual under subsection (1) unless, (a)  the individual acted honestly and in good faith with a view to the best interests of the corporation or other entity, as the case may be; and (b)  if the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.  2010, c. 15, s. 46 (3). Derivative actions (4) A corporation may, with the approval of the court, indemnify an individual referred to in subsection (1), or advance money under subsection (2), in respect of an action by or on behalf of the corporation or other entity to obtain a judgment in its favour to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1), against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in subsection (3).  2010, c. 15, s. 46 (4). Right to indemnity (5) Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other action or proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if the individual, (a)  was not judged by any court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (b)  fulfils the conditions set out in subsection (3).  2010, c. 15, s. 46 (5). Insurance (6) A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual, (a)  in the individual’s capacity as a director or officer of the corporation; or (b)  in the individual’s capacity as a director or officer, or a similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request.  2010, c. 15, s. 46 (6). Exception — charitable corporation (7) A charitable corporation may not purchase insurance described in subsection (6) unless, (a)  the corporation complies with the Charities Accounting Act or a regulation made under that Act that permits the purchase; or (b)  the corporation or a director or officer of the corporation obtains an order of the court authorizing the purchase.  2010, c. 15, s. 46 (7). Application to court (8) A corporation or an individual referred to in subsection (1) may apply to the court for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit.  2010, c. 15, s. 46 (8). Same (9) Upon an application under subsection (8), the court may order notice to be given to any interested person and that person is entitled to appear and be heard in person or by counsel.  2010, c. 15, s. 46 (9).