NY Bus Corp L § 725 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 725 - Other Provisions Affecting Indemnification of Directors and Officers.

§ 725. Other  provisions  affecting  indemnification  of  directors  and          officers.  (a) All expenses incurred in defending a civil or criminal  action  or proceeding  which are advanced by the corporation under paragraph (c) of section 723 (Payment of indemnification other than by  court  award)  or allowed  by  a court under paragraph (c) of section 724 (Indemnification of directors and officers by a court) shall be repaid in case the person receiving such advancement or allowance is ultimately found,  under  the procedure   set   forth   in   this  article,  not  to  be  entitled  to indemnification or, where indemnification is granted, to the extent  the expenses  so  advanced by the corporation or allowed by the court exceed the indemnification to which he is entitled.  (b) No indemnification, advancement or allowance shall be  made  under this article in any circumstance where it appears:  (1) That the indemnification would be inconsistent with the law of the jurisdiction  of  incorporation of a foreign corporation which prohibits or otherwise limits such indemnification;  (2) That the indemnification would be inconsistent with a provision of the certificate of incorporation, a by-law, a resolution of the board or of the shareholders, an agreement or other proper corporate  action,  in effect  at  the  time  of  the  accrual  of  the alleged cause of action asserted in the threatened or pending action or proceeding in which  the expenses  were  incurred  or other amounts were paid, which prohibits or otherwise limits indemnification; or  (3) If there has been a settlement approved by  the  court,  that  the indemnification would be inconsistent with any condition with respect to indemnification   expressly  imposed  by  the  court  in  approving  the settlement.  (c) If  any  expenses  or  other  amounts   are   paid   by   way   of indemnification,  otherwise  than  by  court  order  or  action  by  the shareholders, the corporation shall, not  later  than  the  next  annual meeting  of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen  months from the date of such payment, mail to its shareholders of record at the time  entitled  to  vote  for  the  election  of  directors  a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.  (d) If any action with respect to  indemnification  of  directors  and officers  is  taken  by  way  of amendment of the by-laws, resolution of directors, or by agreement, then the corporation shall, not  later  than the  next  annual  meeting  of shareholders, unless such meeting is held within three months from the date of such action,  and,  in  any  event, within  fifteen  months  from  the  date  of  such  action,  mail to its shareholders of record at the time entitled to vote for the election  of directors a statement specifying the action taken.  (e) Any  notification  required  to  be made pursuant to the foregoing paragraph (c) or (d) of this section  by  any  domestic  mutual  insurer shall  be  satisfied  by compliance with the corresponding provisions of section one thousand two hundred sixteen of the insurance law.  (f) The provisions of this  article  relating  to  indemnification  of directors  and  officers  and insurance therefor shall apply to domestic corporations and foreign corporations  doing  business  in  this  state, except as provided in section 1320 (Exemption from certain provisions).