if such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not Indemnitee # has met the standards of conduct set forth in [Section 2-418(b)] of the MGCL or # has been adjudged liable for receipt of an improper personal benefit under [Section 2-418(c)] of the MGCL, the court may order such indemnification as the court shall deem proper without regard to any limitation on such court-ordered indemnification contemplated by [Section 2-418(d)(2)(ii)] of the MGCL.
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