Section 031-440-II-8 - IndemnificationA. Any person made or threatened to be made a party to any legal action because such person was a member, or a servicing carrier, or served on the Board or other committee or was an officer or employee of the Pool shall be indemnified against all judgments, fines, amounts paid in settlement, reasonable costs and expenses including attorney's fees and any other liabilities that may be incurred as a result of such action, or threatened action, except in relation to matters as to which he is adjudged to be liable by reason of willful misconduct in the performance of his duties or obligations to the Pool and, with respect to any criminal actions, except when such person had reasonable cause to believe that his conduct was unlawful. Such indemnification shall be provided whether or not such person is a member or a servicing carrier or is holding office or is employed at the time of such action. Such indemnification shall not be exclusive of other rights such person may have and shall pass to the successors, heirs, executors or administrators of such person. The termination of any such civil or criminal action, by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such person was liable by reason of willful misconduct or that he had reasonable cause to believe that his conduct was unlawful. If any such legal action is compromised, it must be with the approval of the Board of the Pool; provided, however, the Board of the Pool may delegate to the manager of the Pool the authority to approve any compromise of financial liability requiring payment by the Pool which is less than an amount as may be fixed from time to time by the Board. No indemnification shall be provided as to any: (1) payments made to the Pool pursuant to 24-A M.R.S.A. §§2393 - 2394, including payments made to any other party pursuant to an assignment under 24-A M.R.S.A. §2393(1)(C)(2);(2) costs and expenses of any kind incurred in responding to a request for such payments; or(3) costs and expenses of any kind, relating in any way to the collection of such payments, incurred by an insurer that is a party to an agreement authorized by 24-A M.R.S.A. §2393(1)(A)(3) or 2393(1)(B)(6).B. In each instance in which a question of indemnification arises, entitlement thereto shall be determined by the Board which shall also determine the time and manner of payment of such indemnification; provided, however, that a person who has been wholly successful, on the merits or otherwise, in the defense of a civil or criminal action shall be entitled to indemnification. The Board may delegate to the Pool manager the authority to determine, in a manner consistent with this section, entitlement to indemnification and the time and manner of payment of such indemnification for any indemnification requiring payment by the Pool which is less than an amount as may be fixed from time to time by the Board of the Pool. Nothing herein shall be deemed to bind a person whom the Board has determined not to be entitled to indemnification, or to preclude such person from asserting the right to such indemnification by legal proceedings. Such indemnification as is herein provided shall be apportioned among all members, including any named in any such action, on the same basis as other Pool expenses.C. Liability limited. Neither the servicing carrier nor any of its affiliates or subsidiaries, nor the officers, agents or employees of the servicing carrier or any such affiliate or subsidiary shall have any liability to the Pool or to any other person or entity with respect to their performance or failure to perform under these rules as a result of a finding that any legislation, administrative regulation, or procedure governing the operation of the Pool or the servicing carrier, is unconstitutional or otherwise unenforceable.02-031 C.M.R. ch. 440, § II-8