Common use of Determination of Indemnification Clause in Contracts

Determination of Indemnification. A determination of whether Director is entitled to indemnification under Section 5.1 shall be made: (a) by the Board of Directors of the Company by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who, at the time of the vote, are not named defendants or respondents in the proceeding; (c) by special legal counsel selected by the Board of Directors or a committee of the Board of Directors by vote as set forth in paragraphs (a) or (b) of this Section 5.3, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or (d) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. The Board of Directors, independent legal counsel or shareholders, as the case may be, shall make such determination of indemnification under paragraphs (a) through (d) of this Section 5.3 in accordance with the following procedure: (e) Director may submit to the Board of Directors a Request for Indemnification, substantially in the form of Exhibit A attached hereto, in which the Director requests indemnification from the Company pursuant to this Agreement and states that he has met the standard of conduct required for indemnification under Section 5. (f) The Director’s submission of a Request for Indemnification to the Board of Directors shall create a rebuttable presumption that the Director has met the requirements set forth in Section 5 and, therefore, is entitled to indemnification hereunder. The directors, special legal counsel or shareholders, as the case may be, shall determine, within 30 days after submission of the Request for Indemnification, specifically that the Director is so entitled unless they possess clear and convincing evidence to rebut the foregoing presumption, which evidence shall be disclosed to the Director with particularity.

Determination of Indemnification. A determination (a) Notwithstanding any other provision of whether Director this Agreement (i) the obligations of the Company under Section 1 shall be subject to the condition that the Reviewing Party (as defined in Section 4(f)) shall have determined (in a written opinion, in any case in which the Independent Legal Counsel (as defined in Section 4(g)) is involved) that Indemnitee would be permitted to be indemnified under this Agreement, (ii) the obligation of the Company to make an expense advance pursuant to Section 3 shall be subject to the condition that, if, when and to the extent that it is finally determined that Indemnitee would not be permitted to be indemnified for such expenses under this Agreement, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees and undertakes to reimburse the Company) for all such amounts theretofore paid, and (iii) the obligation of the Company to make an expense advance pursuant to Section 3 shall be made without regard to Indemnitee's ability to repay the amount advanced and without regard to Indemnitee's ultimate entitlement to indemnification under Section 5.1 this Agreement or otherwise. Indemnitee's obligation to reimburse the Company for expense advances shall be made: (a) by the Board of Directors of the Company by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding;unsecured and no interest shall be charged thereon. (b) if such a quorum cannot The Reviewing Party shall be obtained, selected by a majority vote of a committee of the Board of Directors, designated to act provided, however, that if there has been a Change in the matter Control (other than a Change in Control which has been approved by a majority vote of all directors, consisting solely of two or more directors who, at the time of the voteCompany's Board of Directors who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel. If there has been no determination by the Reviewing Party within the sixty (60) day period referred to in Section 3, are not named defendants or respondents in the proceeding;Reviewing Party shall be deemed to have made a determination that it is permissible to indemnify Indemnitee under this Agreement. (c) The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by special legal counsel selected by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not unreasonably be withheld) and such Independent Legal Counsel shall determine whether the director or a committee officer is entitled to indemnification for expenses, judgments, fines, penalties and amounts paid in settlement (including, without limitation, all interest, assessments and other charges paid or payable in connection therewith) under this Agreement or any other agreement or the Certificate of Incorporation or Bylaws of the Board Company now or hereafter in effect relating to indemnification. Such Independent Legal Counsel shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee will be permitted to be indemnified for expenses, judgments, fines, penalties and amounts paid in settlement (including, without limitation, all interest, assessments and other charges paid or payable in connection therewith). The Company agrees to pay the reasonable fees of Directors by vote as set forth in paragraphs the Independent Legal Counsel and to indemnify fully such Independent Legal Counsel against any and all expenses (a) including attorneys' fees), claims, liabilities and damages arising out of or (b) relating to this Agreement or the engagement of this Section 5.3, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; orIndependent Legal Counsel pursuant hereto. (d) If a determination denying Indemnitee's claim is made by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. The Board Reviewing Party (other than Independent Legal Counsel), notice of Directors, independent legal counsel or shareholders, as the case may be, shall make such determination of indemnification under paragraphs (a) through (d) of this Section 5.3 in accordance shall disclose with particularity the following procedure: (e) Director may submit to reasons for such determination. If a determination denying Indemnitee's claim is made by Independent Legal Counsel, the Board of Directors notice shall include a Request for Indemnification, substantially in the form of Exhibit A attached hereto, in which the Director requests indemnification from the Company pursuant to this Agreement and states that he has met the standard of conduct required for indemnification under Section 5. (f) The Director’s submission of a Request for Indemnification to the Board of Directors shall create a rebuttable presumption that the Director has met the requirements set forth in Section 5 and, therefore, is entitled to indemnification hereunder. The directors, special legal counsel or shareholders, as the case may be, shall determine, within 30 days after submission copy of the Request for Indemnification, specifically that the Director is so entitled unless they possess clear and convincing evidence to rebut the foregoing presumption, which evidence shall be disclosed to the Director with particularityrelated legal opinion of such counsel.

Determination of Indemnification. A determination (a) Notwithstanding any other provision of whether Director this Agreement (i) the obligations of the Company under Section 1 shall be subject to the condition that the Reviewing Party shall have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 4(c) is involved) that Indemnitee would be permitted to be indemnified under this Agreement, (ii) the obligation of the Company to make an expense advance pursuant to Section 3 shall be subject to the condition that, if, when and to the extent that it is finally determined that Indemnitee would not be permitted to be indemnified for such expenses under this Agreement, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees and undertakes to reimburse the Company) for all such amounts theretofore paid, and (iii) the obligation of the Company to make an expense advance pursuant to Section 3 shall be made without regard to the Indemnitee's ability to repay the amount advanced and without regard to the Indemnitee's ultimate entitlement to indemnification under Section 5.1 this Agreement or otherwise. Indemnitee's obligation to reimburse the Company for expense advances shall be made: (a) by the Board of Directors of the Company by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding;unsecured and no interest shall be charged thereon. (b) if such a quorum cannot The Reviewing Party shall be obtained, selected by a majority vote of a committee of the Board of Directors, designated to act provided, however, that if there has been a Change in the matter Control (other than a Change in Control which has been approved by a majority vote of all directors, consisting solely of two or more directors who, at the time of the voteCompany's Board of Directors who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in Section 4(c). If there has been no determination by the Reviewing Party within the sixty (60) day period referred to in Section 3, are not named defendants or respondents in the proceeding;Reviewing Party shall be deemed to have made a determination that it is permissible to indemnify Indemnitee under this Agreement. (c) The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by special legal counsel selected by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) and such Independent Legal Counsel shall determine whether the director or a committee officer is entitled to indemnification for expenses, judgments, fines, penalties and amounts paid in settlement (including, without limitation, all interest, assessments and other charges paid or payable in connection therewith) under this Agreement or any other agreement or the Certificate of Incorporation or Bylaws of the Board Company now or hereafter in effect relating to indemnification. Such Independent Legal Counsel shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee will be permitted to be indemnified for expenses, judgments, fines, penalties and amounts paid in settlement (including, without limitation, all interest, assessments and other charges paid or payable in connection therewith). The Company agrees to pay the reasonable fees of Directors by vote as set forth in paragraphs the Independent Legal Counsel and to indemnify fully such Independent Legal Counsel against any and all expenses (a) including attorneys' fees), claims, liabilities and damages arising out of or (b) relating to this Agreement or the engagement of this Section 5.3, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; orIndependent Legal Counsel pursuant hereto. (d) If a determination denying Indemnitee's claim is made by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. The Board Reviewing Party (other than Independent Legal Counsel), notice of Directors, independent legal counsel or shareholders, as the case may be, shall make such determination of indemnification under paragraphs (a) through (d) of this Section 5.3 in accordance shall disclose with particularity the following procedure: (e) Director may submit to reasons for such determination. If a determination denying Indemnitee's claim is made by Independent Legal Counsel, the Board of Directors notice shall include a Request for Indemnification, substantially in the form of Exhibit A attached hereto, in which the Director requests indemnification from the Company pursuant to this Agreement and states that he has met the standard of conduct required for indemnification under Section 5. (f) The Director’s submission of a Request for Indemnification to the Board of Directors shall create a rebuttable presumption that the Director has met the requirements set forth in Section 5 and, therefore, is entitled to indemnification hereunder. The directors, special legal counsel or shareholders, as the case may be, shall determine, within 30 days after submission copy of the Request for Indemnification, specifically that the Director is so entitled unless they possess clear and convincing evidence to rebut the foregoing presumption, which evidence shall be disclosed to the Director with particularityrelated legal opinion of such counsel.

Determination of Indemnification. A 5.1 a determination of whether Director Indemnitee is entitled to indemnification under Section 5.1 2 shall be made: (ai) by the Board of Directors of the Company by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; (bii) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely sole of two or more directors who, who at the time of the vote, vote are not named defendants or respondents in the proceeding; (ciii) by special legal counsel selected by the Board of Directors or a committee of the Board of Directors by vote as set forth in paragraphs (a5.1(i) or (b5.1(ii) of this Section 5.35, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or (div) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. The . 5.2 the Board of Directors, independent legal counsel or shareholders, as the case may be, shall make such determination of indemnification under paragraphs paragraph (a) through (d) of this Section 5.3 5 in accordance with the following procedureprocedures: (ei) Director Indemnitee may submit to the Board of Directors a sworn statement Request for Indemnification, substantially in the form of Exhibit A attached heretoA, in which the Director Indemnitee requests indemnification from the Company pursuant to this Agreement and states that he has met the standard of conduct required for indemnification under Section 52. (fii) The Director’s Indemnitee's submission of a Request for Indemnification to the Board of Directors shall create a rebuttable presumption that the Director Indemnitee has met the 3 requirements set forth in Section 5 2 and, therefore, is entitled to indemnification hereunderthereunder. The directors, special legal counsel or shareholders, as the case may be, shall determine, within 30 days after submission of the Request for Indemnification, specifically that the Director Indemnitee is so entitled unless they or it possess clear and convincing evidence to rebut the foregoing presumption, which evidence shall be disclosed to the Director Indemnitee with particularity.

Determination of Indemnification. (a) A determination of whether Director the Indemnitee is entitled to indemnification under Section 5.1 3 shall be made: (a1) by the Board of Directors of the Company Corporation by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; (b2) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who, who at the time of the vote, vote are not named defendants or respondents in the proceeding; (c3) by special legal counsel selected by the Board of Directors or a committee of the Board of Directors thereof by vote as set forth in paragraphs Subparagraph (a1) or (b2) of this Section 5.3Paragraph (a), or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or (d4) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. . (b) The Board of Directorsdirectors, independent special legal counsel or shareholders, as the case may be, shall make such the determination of indemnification under paragraphs Paragraph (a) through (d) of this Section 5.3 8 in accordance with the following procedureprocedures: (e1) Director The Indemnitee may submit to the Board of Directors a sworn Request for Indemnification, substantially in the form of Exhibit A attached heretoA, in which the Director requests Indemnitee request indemnification from the Company Corporation pursuant to this Agreement and states that he or she has met the standard of conduct required for indemnification under Section 53. (f2) The Director’s Indemnitee's submission of a Request for Indemnification to the Board of Directors shall create a rebuttable presumption that the Director Indemnitee has met the requirements set forth in Section 5 3 and, therefore, is entitled to indemnification hereunderthereunder. The directors, special legal counsel or shareholders, as the case may be, shall determine, within 30 days after submission of the Request for Indemnification, specifically that the Director Indemnitee is so entitled unless they or it possess clear and convincing evidence to rebut the foregoing presumption, which evidence shall be disclosed to the Director Indemnitee with particularity.

Determination of Indemnification. (a) A determination of whether Director Indemnitee is entitled to indemnification under Section 5.1 2 of this Agreement shall be made: (ai) by the Board of Directors of the Company by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; (bii) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who, who at the time of the vote, vote are not named defendants or respondents in the proceeding; (ciii) by special legal counsel selected by the Board of Directors or a committee of the Board of Directors by vote as set forth in paragraphs (aa)(i) or (ba)(ii) of this Section 5.35, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or (div) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. . (b) The Board of Directors, independent special legal counsel or shareholders, as the case may be, shall make such determination of indemnification under paragraphs paragraph (a) through (d) of this Section 5.3 5 in accordance with the following procedure: (ei) Director Indemnitee may submit to the Board board of Directors directors a sworn statement of a Request for Indemnification, substantially in the form of Exhibit A attached hereto, in which the Director Indemnitee requests indemnification from the Company pursuant to this Agreement and states that he has met the standard of conduct required for indemnification under Section 52 of this Agreement. (fii) The DirectorIndemnitee’s submission of a Request for Indemnification to the Board of Directors shall create a rebuttable presumption that the Director Indemnitee has met the requirements set forth in Section 5 2 of this Agreement and, therefore, is entitled to indemnification hereunderthereunder. The directors, special legal counsel or shareholders, as the case may be, shall determine, within 30 days after submission of the Request for Indemnification, specifically that the Director Indemnitee is so entitled unless they or it possess clear and convincing evidence to rebut the foregoing presumption, which evidence shall be disclosed to the Director Indemnitee with particularity.

Determination of Indemnification. (a) A determination of whether Director Indemnitee is entitled to indemnification under Section 5.1 2 of this Agreement shall be made: (ai) by a majority vote of the Board of Directors of the Company by a majority vote of a quorum consisting of directors Bank who at the time of the vote are not named defendants or respondents in the proceedingdisinterested and independent; (bii) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, Directors of the Bank if the committee: (1) is designated to act in the matter by a majority vote of all directors, consisting solely of two or more the directors who, who at the time of the votevote are disinterested and independent, regardless of whether the directors who are not named defendants disinterested and independent constitute a quorum; and (2) is comprised solely of one or respondents in the proceedingmore directors who are disinterested and independent; (ciii) by special legal counsel selected by the Board of Directors of the Bank or a committee of the Board of Directors of the Bank by vote as set forth in paragraphs (aa)(i) or (ba)(ii) of this Section 5.35, or, if such a quorum cannot be obtained and or such a committee cannot be established, by a majority vote of all directors; or (div) by the shareholders in a vote that excludes sole shareholder of the shares held by directors who are named defendants or respondents in the proceeding. Bank. (b) The Board of Directors, independent special legal counsel or shareholders, as the case may be, shall make such determination of indemnification under paragraphs paragraph (a) through (d) of this Section 5.3 5 in accordance with the following procedure: (ei) Director Indemnitee may submit to the Board of Directors a sworn statement of a Request for Indemnification, substantially in the form of Exhibit A attached hereto, in which the Director Indemnitee requests indemnification from the Company Bank pursuant to this Agreement and states that he has met the standard of conduct required for indemnification under Section 52 of this Agreement. (fii) The DirectorIndemnitee’s submission of a Request for Indemnification to the Board of Directors shall create a rebuttable presumption that the Director Indemnitee has met the requirements set forth in Section 5 2 of this Agreement and, therefore, is entitled to indemnification hereunderthereunder. The directors, special legal counsel or shareholders, as the case may be, shall determine, within 30 days after submission of the Request for Indemnification, specifically that the Director Indemnitee is so entitled unless they or it possess clear and convincing evidence to rebut the foregoing presumption, which evidence shall be disclosed to the Director Indemnitee with particularity. If special legal counsel determines under paragraph (a)(iii) of this Section 5 that Indemnitee meets the standards under paragraph (a) of Section 2 of this Agreement, the determination of whether indemnification should be paid under paragraph (a)(iii) of Section 2 of this Agreement must be made in a manner specified by paragraphs (a)(i), (a)(ii), (a)(iv) or (a)(v) of this Section 5.

Determination of Indemnification. (a) A determination of whether Director the Indemnitee is entitled to indemnification under Section 5.1 3 shall be made: (a1) by the Board of Directors of the Company Corporation by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; (b2) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who, who at the time of the vote, vote are not named defendants or respondents in the proceeding; (c3) by special legal counsel selected by the Board of Directors or a committee of the Board of Directors thereof by vote as set forth in paragraphs Subparagraph (a1) or (b2) of this Section 5.3Paragraph (a), or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or (d4) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. . (b) The Board of Directorsdirectors, independent special legal counsel or shareholders, as the case may be, shall make such the determination of indemnification under paragraphs Paragraph (a) through (d) of this Section 5.3 8 in accordance with the following procedureprocedures: (e1) Director The Indemnitee may submit to the Board of Directors a sworn Request for Indemnification, substantially in the form of Exhibit A attached heretoA, in which the Director Indemnitee requests indemnification from the Company Corporation pursuant to this Agreement and states that he or she has met the standard of conduct required for indemnification under Section 53. (f2) The DirectorIndemnitee’s submission of a Request for Indemnification to the Board of Directors shall create a rebuttable presumption that the Director Indemnitee has met the requirements set forth in Section 5 3 and, therefore, is entitled to indemnification hereunderthereunder. The directors, special legal counsel or shareholders, as the case may be, shall determine, within 30 days after submission of the Request for Indemnification, specifically that the Director Indemnitee is so entitled unless they or it possess clear and convincing evidence to rebut the foregoing presumption, which evidence shall be disclosed to the Director Indemnitee with particularity.