Common use of Determination of Right of Indemnification Clause in Contracts

Determination of Right of Indemnification. Any indemnification under Sections 1(a) and (b) shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 1(a) and (b) by any of the following: (i) A majority vote of a quorum of the Corporation’s board of directors consisting of directors who are not parties to such proceeding; or (ii) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; or (iii) Approval of the stockholders by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of stockholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (iv) By the court in which such proceeding is or was pending upon application made by the Corporation or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the Corporation.

Determination of Right of Indemnification. Any indemnification under Sections 1(a) and (b) shall be made by the Corporation Bank only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 1(a) and (b) by any of the following: (i) A majority vote of a quorum of the Corporation’s board of directors consisting of directors who are not parties to such proceeding; or (ii) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; or (iii) Approval of the stockholders shareholders by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of stockholders shareholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (iv) By the court in which such proceeding is or was pending upon application made by the Corporation Bank or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the CorporationBank.

Determination of Right of Indemnification. Any indemnification under Sections 1(asubparagraphs (a) and (b) shall be made by the Corporation Association only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 1(asubparagraphs (a) and (b) by any of the following: (i) A majority vote of a quorum of the Corporation’s board of directors consisting of directors who are not parties to such proceeding; or; (ii) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; or; (iii) Approval of the stockholders shareholders by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of stockholders shareholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (iv) By the The court in which such proceeding is or was pending upon application made by the Corporation Association or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the CorporationAssociation.

Determination of Right of Indemnification. Any indemnification ------------------------------------------ under Sections 1(asubparagraphs (a) and (b) shall be made by the Corporation Association only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 1(asubparagraphs (a) and (b) by any of the following: (i) A majority vote of a quorum of the Corporation’s board of directors consisting of directors who are not parties to such proceeding; or; (ii) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; or; (iii) Approval of the stockholders shareholders by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of stockholders shareholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (iv) By the The court in which such proceeding is or was pending upon application made by the Corporation Association or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the CorporationAssociation.

Determination of Right of Indemnification. Any indemnification ------------------------------------------ under Sections 1(asubparagraphs (a) and (b) shall be made by the Corporation Company only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 1(asubparagraphs (a) and (b) by any of the following: (i) A majority vote of a quorum of the Corporation’s board of directors consisting of directors who are not parties to such proceeding; or; (ii) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; or; (iii) Approval of the stockholders shareholders by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of stockholders shareholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (iv) By the The court in which such proceeding is or was pending upon application made by the Corporation Company or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the CorporationCompany.

Determination of Right of Indemnification. Any indemnification under Sections 1(aSubparagraphs (a) and (b) shall be made by the Corporation Company only if authorized in the specific case, upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth above in Sections 1(aSubparagraphs (a) and (b) by any of the following: (i) A majority vote of a quorum of the Corporation’s board of directors consisting of directors who are not parties to such proceeding; or; (ii) If such a quorum of directors is not obtainable, by independent legal legal-counsel in a written opinion; or; (iii) Approval of the stockholders shareholders by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of stockholders shareholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (iv) By the The court in which such proceeding is or was pending upon application made by the Corporation Company or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the CorporationCompany.

Determination of Right of Indemnification. Any indemnification under Sections 1(asubparagraphs (a) and (b) shall be made by the Corporation Company only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 1(asubparagraphs (a) and (b) by any of the following: (i) A majority vote of a quorum of the Corporation’s board of directors consisting of directors who are not parties to such proceeding; or; (ii) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; or; (iii) Approval of the stockholders shareholders by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of stockholders shareholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (iv) By the The court in which such proceeding is or was pending upon application made by the Corporation Company or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the CorporationCompany.