Common use of INDEMNIFICATION FOR EXPENSES Clause in Contracts

INDEMNIFICATION FOR EXPENSES. (a) Anything contained in this Indemnification Agreement or elsewhere to the contrary notwithstanding, to the extent that the INDEMNIFIED PARTY has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2 of this Indemnification Agreement, or in defense of any claim, issue or matter therein, she shall be promptly indemnified by BANCORP against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees, transcript costs and investigative costs) actually and reasonably incurred by her in connection therewith. (b) Anything contained in this Indemnification Agreement or elsewhere to the contrary notwithstanding: (i) If the INDEMNIFIED PARTY is adjudged to be liable for gross negligence or misconduct (other than negligence) in the performance of her duty to BANCORP, she shall be indemnified 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 she is or was a director, officer, employee or agent of BANCORP, or is or was serving at the request of BANCORP as director, trustee, officer, employee or agent of another corporation (domestic or foreign, non-profit or for profit), partnership, joint venture, trust or other enterprise, only to the extent that the Court of Common Pleas of Muskingum 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 the 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; and (ii) BANCORP shall promptly make such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 3.