Indemnification and Exculpation. The members of the Board, its agents and officers, directors, and employees of PCFC and its affiliates shall be indemnified and held harmless by PCFC against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement and against and from any and all amounts paid by them in settlement (with PCFC's written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, or expense is due to such person's gross negligence or willful misconduct.
Appears in 12 contracts
Samples: Pacific Century Financial Corp, Pacific Century Financial Corp, Pacific Century Financial Corp
