Court-Approved Indemnification. Bancorp shall indemnify the Indemnified Party in the event that he is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, by or in the right of Indemnified Party to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of Bancorp or a subsidiary of Bancorp, including, but not limited to, the Bank, or is or was serving at the request of Bancorp as a director, officer, trustee, employee or agent of another corporation (domestic or foreign, non-profit or for profit), partnership, limited liability company, joint venture, trust or other enterprise (or by reason of any of his acts or omissions in any one or more of such capacities), against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees, transcript costs and investigative costs), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnified Party in connection with such action, suit or proceeding if the Court of Common Pleas of Muskingum County, Ohio, or the court in which any such action, suit or proceeding is commenced or is pending, determines that the act or omission giving rise to the claim for indemnification was not undertaken by the Indemnified Party with deliberate intent to cause injury to Bancorp or its subsidiaries or with reckless disregard of the best interests of Bancorp or its subsidiaries.
Court-Approved Indemnification. Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding:
(a) the POOL shall not indemnify any officer or DIRECTOR of the POOL who was a party to any completed action or suit instituted by or in the right of the POOL to procure a judgment in its favor by reason of the fact that he is or was a DIRECTOR, officer, employee or agent of the POOL, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the POOL or misconduct (other than negligence) in the performance of his duty to the POOL unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and
(b) the POOL shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 10.02.
Court-Approved Indemnification. Anything contained in the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or director of the corporation who was a party to any completed action or suit instituted by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager or agent of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture; trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the corporation or misconduct (other than negligence) in the performance of his duty to the corporation unless and only to the extent that the Court of Common Pleas of Union County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all of the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 5.02.
Court-Approved Indemnification. Anything contained elsewhere in this Agreement to the contrary notwithstanding:
(a) the Company shall not indemnify the Indemnitee if or when he or she is a party to any completed action or suit instituted by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he or she shall have been adjudged to be liable for an act or omission occasioned by his or her deliberate intent to cause injury to the Company or by his or her reckless disregard for the best interests of the Company, unless and only to the extent that the Franklin County Court of Common Pleas, in Franklin County, Ohio (“Franklin County Court of Common Pleas”) or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he or she is fairly and reasonably entitled to such indemnity as the Franklin County Court of Common Pleas or such other court shall deem proper; and
(b) the Company shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 2.
Court-Approved Indemnification. Anything contained in this Agreement to the contrary notwithstanding, the Company shall not indemnify the Indemnified Party in respect of any claim, issue or matter asserted in any completed action or suit instituted by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, non-profit or for profit), partnership, joint venture, trust or other enterprise, as to which claim, issue or matter he or she shall have been adjudged to be liable for acting with reckless disregard for the best interests of the Company in the performance of his or her duty to the Company, unless and only to the extent that the Court of Common Pleas of Xxxxxxxxxx County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper. The Company shall promptly make such indemnification as is determined by a court to be proper as contemplated by this Paragraph 2.
