Common use of Determination of Right to Indemnification Clause in Contracts

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board for indemnification pursuant to Section 2, the Bank shall determine by any of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 is not paid in full by the Bank within ninety (90) days after such written claim has been received by the Bank, Indemnitee may at any time thereafter bring suit against the Bank to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank (including its Board, independent legal counsel or shareholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank (including its Board, independent legal counsel or shareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 22 of this Agreement, the Bank Corporation shall determine by any of the methods set forth in Section 317(e145(d) of the Code DGCL whether Indemnitee has met the applicable standards of conduct which makes that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 of this Agreement is not paid in full by the Bank Corporation within ninety (90) days after such written claim has been received by the BankCorporation, Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 23, the Bank Company shall determine indemnify the Indemnitee with respect to such written claim to the full extent permitted by any law and in the manner specified by Section 317 of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify IndemniteeCalifornia Corporation Code. If a claim under Section 2 3 is not paid in full by the Bank Company within ninety thirty (9030) days after such written claim has been received by the BankCompany, the Indemnitee may at any time thereafter bring suit against the Bank Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Company (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Company (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 22 of this Agreement, the Bank Corporation shall determine by any of the methods set forth in Section 317(e145(d) of the Code DGCL whether Indemnitee has met the applicable standards of conduct which makes that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 of this Agreement is not paid in full by the Bank Corporation within ninety (90) days after such written claim has been received by the BankCorporation, Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board for indemnification pursuant to Section 2, the Bank Company shall determine by any of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 is not paid in full by the Bank Company within ninety (90) days after such written claim has been received by the BankCompany, Indemnitee may at any time thereafter bring suit against the Bank Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Company (including its Board, independent legal counsel or shareholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Company (including its Board, independent legal counsel or shareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Company shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board for indemnification pursuant to Section 2, the Bank shall determine by any of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 this Agreement is not paid in full by the Bank Company within ninety (90) 30 days after such of receipt of written claim has been received notice, the right to indemnification as provided by this Agreement shall be enforceable by the Bank, Indemnitee may at in any time thereafter bring suit against the Bank to recover the unpaid amount court of the claim and, unless such action is dismissed competent jurisdiction. The burden of proving by the court as frivolous clear and convincing evidence that indemnification or brought in bad faith, Indemnitee advances are not appropriate shall be entitled to be paid also on the expense of prosecuting such claimCompany. Neither the failure of the Bank (including its Board, directors or shareholders of the Company or independent legal counsel or shareholders) to make have made a determination prior to the commencement of such the action that indemnification of Indemnitee is or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable lawconduct, nor an actual determination by the Bank (including its Board, directors or shareholders of the Company or independent legal counsel or shareholders) that the Indemnitee has not met such the applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s Expenses incurred in connection with any Proceeding concerning his right to indemnification or advances in whole or in part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of the Proceeding, unless a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in which such action is brought shall determine whether Indemnitee the Proceeding was not made in good faith or the Bank shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conductwas frivolous.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 23, the Bank Corporation shall determine by any of the methods set forth in Section 317(e) 317 of the California Corporations Code whether Indemnitee has met the applicable standards of conduct which makes make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 3 is not paid in full by the Bank Corporation within ninety thirty (9030) days after such written claim has been received by the BankCorporation or if applicable, whatever time is reasonably necessary for the Corporation to complete the investigation contemplated in Section 3 of this Agreement, the Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim andclaim. The Indemnitee’s Expenses incurred in connection with successfully establishing his or her right to indemnification or advances, unless in whole or in part, in any such action is dismissed Proceeding shall also be indemnified by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claimCorporation. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 23, the Bank Company shall determine indemnify Indemnitee with respect to such written claim to the fullest extent permitted by any of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemniteelaw. If a claim under Section 2 3 is not paid in full by the Bank Company within ninety (90) 30 days after such written claim has been received by the BankCompany, the Indemnitee may at any time thereafter bring suit against the Bank Company to recover the unpaid amount of the claim claim, and, unless such action is dismissed by if successful in whole or in part, the court as frivolous or brought in bad faith, Indemnitee shall also be entitled to be paid also the expense expenses of prosecuting such claim. Neither the failure of the Bank Company (including its BoardBoard of Directors, independent legal counsel counsel, or its shareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Company (including its BoardBoard of Directors, independent legal counsel or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought It shall determine whether at all times be presumed that Indemnitee has met the applicable standard of conduct to be entitled to indemnification, and the Company or the Bank anyone else seeking to overcome this presumption shall have the burden of proof concerning whether to establish that Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 23, the Bank Corporation shall determine by any of the methods set forth in Section 317(e) 317 of the California Corporations Code whether Indemnitee has met the applicable standards of conduct which makes make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 3 is not paid in full by the Bank Corporation within ninety thirty (9030) days after such written claim has been received by the BankCorporation or if applicable, whatever time is reasonably necessary for the Corporation to complete the investigation contemplated in Section 3 of this Agreement, the Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim andclaim. The Indemnitee's Expenses incurred in connection with successfully establishing his or her right to indemnification or advances, unless in whole or in part, in any such action is dismissed Proceeding shall also be indemnified by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claimCorporation. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt For purposes of making the determination in a written claim addressed specific case under paragraph (c) of Section 2 hereof whether to the Board for indemnification pursuant to Section 2make indemnification, the Bank shall determine by any board of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 is not paid in full by the Bank within ninety (90) days after such written claim has been received by the Bank, Indemnitee may at any time thereafter bring suit against the Bank to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank (including its Boarddirectors, independent legal counsel counsel, or shareholders, as the case may be, shall make such determination in accordance with the following procedure: (a) to make a determination prior Indemnitee may submit to the commencement board of such action that indemnification of Indemnitee is proper directors a sworn statement substantially in the circumstances because Indemnitee form of Exhibit 1 attached hereto and made a part hereof (“Indemnification and Undertaking Statement”) averring that he has met the applicable standard of conduct under applicable law, nor an actual determination set forth in paragraphs (a) and (b) of Section 2 hereof and that he undertakes to repay such expenses and costs if it is ultimately determined he is not entitled to be indemnified by the Bank Company under this Agreement or otherwise; (including its Boardb) Submission of the Indemnification and Undertaking Statement to the board of directors shall create a rebuttable presumption that Indemnitee is entitled to indemnification under this Agreement, and the board of directors, independent legal counsel counsel, or shareholders) , as the case may be, shall within a reasonable period after submission of the Indemnification and Undertaking Statement specifically determine that Indemnitee has not met such applicable standard of conductis so entitled, unless it or they shall create a presumption possess sufficient evidence to show that Indemnitee has not met engaged in willful misconduct with respect to the applicable standard of conduct. The court matter for which indemnification is sought, which evidence shall be disclosed to Indemnitee with particularity in which such action is brought shall determine whether Indemnitee or a sworn written statement signed by all persons who participated in the Bank shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.determination and voted to deny indemnification

Determination of Right to Indemnification. Upon receipt of a written claim ----------------------------------------- addressed to the Board of Directors for indemnification pursuant to Section 22 of this Agreement, the Bank Corporation shall determine by any of the methods set forth in Section 317(e145(d) of the Code Delaware GCL whether Indemnitee has met the applicable standards of conduct which makes that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 of this Agreement is not paid in full by the Bank within ninety (90) days Corporation after such written claim has been received by the BankCorporation, Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also any expenses associated with the expense prosecution of prosecuting such claim. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 22 of this Agreement, the Bank Corporation shall determine by any of the methods set forth in Section 317(e145(d) of the Code DGCL whether Indemnitee has met the applicable standards of conduct which makes that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 of this Agreement is not paid in full by the Bank Corporation within ninety (90) thirty days after such written claim has been received by the BankCorporation, Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that Indemnitee has not met such the applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a ----------------------------------------- written claim addressed to the Board of Directors for indemnification pursuant to Section 22 of this Agreement, the Bank Corporation shall determine by any of the methods set forth in Section 317(e145(d) of the Code DGCL whether Indemnitee has met the applicable standards of conduct which makes that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 of this Agreement is not paid in full by the Bank Corporation within ninety (90) thirty days after such written claim has been received by the BankCorporation, Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 22 of this Agreement, the Bank Corporation shall determine by any of the methods set forth in Section 317(e145(d) of the Code Delaware General Corporation Law whether Indemnitee has met the applicable standards of conduct which makes that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 of this Agreement is not paid in full by the Bank within ninety (90) days Corporation after such written claim has been received by the BankCorporation, Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written ----------------------------------------- claim addressed to the Board of Directors for indemnification pursuant to Section 23, the Bank Company shall determine indemnify the Indemnitee with respect to such written claim to the full extent permitted by any of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemniteelaw. If a claim under Section 2 3 is not paid in full by the Bank Company within ninety thirty (9030) days after such written claim has been received by the BankCompany, the Indemnitee may at any time thereafter bring suit against the Bank Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Company (including its BoardBoard of Directors, independent legal counsel counsel, or its shareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Company (including its BoardBoard of Directors, independent legal counsel or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt For purposes of making the determination in a written claim addressed specific case under paragraph (c) of Section 2 hereof whether to the Board for indemnification pursuant to Section 2make indemnification, the Bank shall determine by any board of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 is not paid in full by the Bank within ninety (90) days after such written claim has been received by the Bank, Indemnitee may at any time thereafter bring suit against the Bank to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank (including its Boarddirectors, independent legal counsel counsel, or shareholders, as the case may be, shall make such determination in accordance with the following procedure: (a) to make a determination prior Indemnitee may submit to the commencement board of such action that indemnification of Indemnitee is proper directors a sworn statement substantially in the circumstances because Indemnitee form of Exhibit I attached hereto and made a part hereof (“Indemnification and Undertaking Statement”) averring that he has met the applicable standard of conduct under applicable law, nor an actual determination set forth in paragraphs (a) and (b) of Section 2 hereof and that he undertakes to repay such expenses and costs if it is ultimately determined he is not entitled to be indemnified by the Bank Company under this Agreement or otherwise; (including its Boardb) Submission of the Indemnification and Undertaking Statement to the board of directors shall create a rebuttable presumption that Indemnitee is entitled to indemnification under this Agreement, and the board of directors, independent legal counsel counsel, or shareholders) , as the case may be, shall within a reasonable period after submission of the Indemnification and Undertaking Statement specifically determine that Indemnitee has not met such applicable standard of conductis so entitled, unless it or they shall create a presumption possess sufficient evidence to show that Indemnitee has not met engaged in willful misconduct with respect to the applicable standard of conduct. The court matter for which indemnification is sought, which evidence shall be disclosed to Indemnitee with particularity in which such action is brought shall determine whether Indemnitee or a sworn written statement signed by all persons who participated in the Bank shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conductdetermination and voted to deny indemnification.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 22 of this Agreement, the Bank Corporation shall determine by any of the methods set forth in Section 317(e145(d) of the Code DGCL whether Indemnitee has met the applicable standards of conduct which makes that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 of this Agreement is not paid in full by the Bank Corporation within ninety (90) 90 days after such written claim has been received by the BankCorporation, Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 23, the Bank Corporation shall determine by any of the methods set forth in Section 317(e) 145 of the Code DGCL whether each Indemnitee has met the applicable standards of conduct which makes make it permissible under applicable law to indemnify such Indemnitee. If a claim under Section 2 3 is not paid in full by the Bank Corporation within ninety thirty (9030) days after such written claim has been received by the BankCorporation or if applicable, whatever time is reasonably necessary for the Corporation to complete the investigation contemplated in Section 3 of this Agreement, the Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim andclaim. The Indemnitee’s Expenses incurred in connection with successfully establishing his, unless her or its right to indemnification or advances, in whole or in part, in any such action is dismissed Proceeding shall also be indemnified by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claimCorporation. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because such Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that such Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 23, the Bank Company shall determine indemnify the Indemnitee with respect to such written claim to the full extent permitted by any law and in the manner specified by Section 317 of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify IndemniteeCalifornia Corporation Code. If a claim under Section 2 3 is not paid in full by the Bank Company within ninety thirty (9030) days after such written claim has been received by the BankCompany, the Indemnitee may at any time thereafter bring suit against the Bank Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Company (including its BoardBoard of Directors, independent legal counsel counsel, or its shareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Company (including its BoardBoard of Directors, independent legal counsel or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 22 of this Agreement, the Bank Corporation shall determine by any of the methods set forth in Section 317(e) 723 of the Code BCL whether Indemnitee has met the applicable standards of conduct which makes that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 of this Agreement is not paid in full by the Bank Corporation within ninety (90) days after such written claim has been received by the BankCorporation, Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a ----------------------------------------- written claim addressed to the Board of Directors for indemnification pursuant to Section 23, the Bank Corporation shall determine by any of the methods set forth in Section 317(e145(d) of the Code General Corporation Law of the State of Delaware and the Regulations whether Indemnitee has met the applicable standards of conduct which makes make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 3 is not paid in full by the Bank Corporation within ninety thirty (9030) days after such written claim has been received by the BankCorporation or if applicable, whatever time is reasonably necessary for the Corporation to complete the investigation contemplated in Section 3 of this Agreement, the Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim andclaim. The Indemnitee's Expenses incurred in connection with successfully establishing his or her right to indemnification or advances, unless in whole or in part, in any such action is dismissed Proceeding shall also be indemnified by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claimCorporation. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written ----------------------------------------- claim addressed to the Board of Directors for indemnification pursuant to Section 22 of this Agreement, the Bank Corporation shall determine by any of the methods set forth in Section 317(e145(d) of the Code DGCL whether Indemnitee has met the applicable standards of conduct which makes that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 of this Agreement is not paid in full by the Bank Corporation within ninety (90) days after such written claim has been received by the BankCorporation, Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 22 of this Agreement, the Bank Corporation shall determine by any of the methods set forth in Section 317(e) 14A:3-5 of the Code NJCL whether Indemnitee has met the applicable standards of conduct which makes that make it permissible under applicable law to indemnify Indemnitee. The Corporation's Board will use its best efforts to designate Xxxxxxx Xxxxxxxx, Esq., now of Fulbright & Xxxxxxxx, LLP, as independent legal counsel to assist the Board in making this determination. If a claim under Section 2 of this Agreement is not paid in full by the Bank Corporation within ninety (90) days after such written claim has been received by the BankCorporation, Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense all expenses of prosecuting such claim. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct. With respect to all litigation now pending, the Corporation acknowledges that Indemnitee and his Affiliates have met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 23, the Bank Company shall determine indemnify the Indemnitee with respect to such written claim to the full extent permitted by any of the methods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemniteelaw. If a claim under Section 2 is 3is not paid in full by the Bank Company within ninety thirty (9030) days after such written claim has been received by the BankCompany, the Indemnitee may at any time thereafter bring suit against the Bank Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Bank Company (including its BoardBoard of Directors, independent legal counsel counsel, or its shareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Company (including its BoardBoard of Directors, independent legal counsel or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 23, the Bank Corporation shall determine by any of the methods set forth in Section 317(e) 145 of the Code DGCL whether Indemnitee has met the applicable standards of conduct which makes make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 2 3 is not paid in full by the Bank Corporation within ninety thirty (9030) days after such written claim has been received by the BankCorporation or if applicable, whatever time is reasonably necessary for the Corporation to complete the investigation contemplated in Section 3 of this Agreement, the Indemnitee may at any time thereafter bring suit against the Bank Corporation to recover the unpaid amount of the claim andclaim. The Indemnitee’s Expenses incurred in connection with successfully establishing his or her right to indemnification or advances, unless in whole or in part, in any such action is dismissed Proceeding shall also be indemnified by the court as frivolous or brought in bad faith, Indemnitee shall be entitled to be paid also the expense of prosecuting such claimCorporation. Neither the failure of the Bank Corporation (including its BoardBoard of Directors, independent legal counsel counsel, or shareholdersits stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Bank Corporation (including its BoardBoard of Directors, independent legal counsel or shareholdersits stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Bank Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.