Permissive Indemnification. Except as otherwise provided in this Section 7.5, and to the fullest extent permitted by applicable law, the Company shall indemnify such Member, Director or officer and may indemnify such employee or agent against expenses, including attorneys fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding. To the fullest extent permitted by law, the Company shall indemnify such Member, Director or officer and may indemnify such employee or agent if the Person acted in good faith and did not engage in willful misconduct or gross negligence. With respect to a criminal action or proceeding, the Person must have had no reasonable cause to believe such Person's misconduct was unlawful. Unless ordered by a court, any indemnification permitted under this Section 7.5(b) shall be made by the Company only as the Company authorizes in the specific case after (i) determining that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and (ii) evaluating the reasonableness of the expenses and of the amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the Members who are not parties or threatened to be made parties to the action, suit or proceeding or, if there is only one Member, by that Member. However, no indemnification shall be provided to any Member, Director, officer, employee, or agent of the Company for or in connection with (i) the receipt of a financial benefit to which the person is not entitled; (ii) voting for or assenting to a distribution to Members in violation of this Agreement or the Act; (iii) a knowing violation of law; or (iv) acts or omissions of such Person constituting willful misconduct or gross negligence.
Permissive Indemnification. Bancorp may indemnify the Indemnified Party in the event that he is or was a party, or is threatened to be made a party, to any threatened, pending or completed administrative proceeding or civil action initiated by any federal banking agency, by reason of the fact that he is or was a director, officer, employee or agent of Bancorp or a subsidiary of Bancorp, including, but not limited to, the Bank, or is or was serving at the request of Bancorp as a director, officer, trustee, employee or agent of another corporation (domestic or foreign, non-profit or for profit), partnership, limited liability company, joint venture, trust or other enterprise (or by reason of any of his acts or omissions in any one or more of such capacities), against expenses (including, without limitation, attorney's fees, filing fees, court reporters' fees, transcript costs and investigative costs), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnified Party in connection with such action, suit or proceeding if the following conditions are satisfied:
(a) Bancorp's board of directors, in good faith, determines, in writing, after due investigation and consideration, that the Indemnified Party acted in good faith and in a manner he believed to be in the best interests of Bancorp;
(b) Bancorp's board of directors, in good faith, determines, in writing, after due investigation and consideration, that the payment of such expenses will not materially adversely affect Bancorp's safety and soundness;
(c) the indemnification payments do not constitute prohibited indemnification payments under [SECTION] 359.1(l) of the Federal Deposit Insurance Corporation Regulations; and
(d) the Indemnified Party agrees, in writing, to reimburse Bancorp, to the extent not covered by payments from insurance or bonds purchased pursuant to [SECTION] 359.1(l)(2) of the Federal Deposit Insurance Corporation Regulations, for that portion of the advanced indemnification payments which subsequently become prohibited indemnification payments, as defined in [SECTION] 359.1(l) of the Federal Deposit Insurance Corporation Regulations.
Permissive Indemnification. The rights to indemnification and prepayment of expenses which are conferred to the Corporation's directors and officers by paragraphs A and B of this Article 7 may be conferred upon any employee or agent of the Corporation if, and to the extent, authorized by the board of directors.
Permissive Indemnification. Subject to the other provisions of this Section 6.2, the Company may indemnify and advance expenses to every current or former employee or agent of the Company who is not a Member, Manager or Authorized Officer of the Company in the manner and to the fullest extent permitted by the Act as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against any and all expenses (including judgments, fines, payments in settlement, attorneys’ fees and other expenses) reasonably incurred by or on behalf of such current or former employee or agent in connection with any proceeding in which such current or former employee or agent was or is made or is threatened to be made a party or called as a witness or is otherwise involved by reason of the fact that such employee or agent is or was an employee or agent of the Company. The ultimate determination of entitlement to indemnification of current or former employees or agents who are not Members, Managers or Authorized Officers of the Company shall be made by the Board in its discretion.
Permissive Indemnification. Subject to the mandatory indemnification obligations of the Company set forth in Section 10.2, the Company may, but shall not be obligated to, indemnify any Person who was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any Proceeding (including, without limitation, an Excluded Proceeding) by reason of the fact that such Person was or is a Member, Manager, officer, employee, or agent of the Company, to the same extent as is provided in Sections 10.2 and 10.3 with respect to the Indemnitees set forth therein or to such lesser extent.
Permissive Indemnification. Except as otherwise provided in this Section 7.5, the Company shall indemnify each Member or officer and may indemnify such employee or agent against expenses, including attorneys fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or
Permissive Indemnification. The Company (with the approval of the Board) may, but shall not be obligated to, indemnify any Person who was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any action or proceeding by reason of the fact that such Person was or is a Stockholder, Director, officer, employee, or agent of the Company, to the same extent as provided in Section 9.1.4 with respect to the Covered Persons set forth therein or to such lesser extent and upon such terms and conditions as the Board deems appropriate.
Permissive Indemnification. In the event the provisions of Section 5(b)(i) are inapplicable to any proceeding for which indemnity is sought under Section 1(a), the Company shall indemnify Indemnitee against all losses and expenses relating to any such proceeding to the extent that such indemnification is not prohibited pursuant to Section 1(e) above, and a determination is made that, in respect of the proceeding for which Indemnitee is seeking indemnification, Indemnitee did not act in bad faith or engage in fraud or willful misconduct, or, in the case of a criminal matter, Indemnitee did not act with knowledge that Indemnitee’s conduct was unlawful. Such a determination shall be made by: (1) a majority of the directors of the Board of Directors of the Manager or the General Partner (measured by voting power rather than number of directors), as applicable, who are not and were not parties to the proceeding in respect of which indemnification is sought by Indemnitee (collectively, “disinterested directors”) even if such disinterested directors constitute less than a quorum of the Board of Directors of the Manager or the General Partner; or (2) a committee of disinterested directors designated by a majority vote of the disinterested directors, even if such committee constitutes less than a quorum of the Board of Directors of the Manager or the General Partner; or (3) independent counsel engaged by the Secretary of the Manager and/or the General Partner, as applicable, which independent counsel shall deliver its determination in a written statement addressed to the Board of Directors of the Manager or the General Partner, with a copy delivered to Indemnitee.
Permissive Indemnification. A determination that a person to be indemnified under this Section has met the applicable standard stated in Section 3.09 may be made by (i) the General Partner, with respect to the indemnification of any person other than a person claiming indemnification under Section 3.10(a), (ii) any committee of the Partnership [(including the Advisory Board)] whose members are not affiliated with the General Partner or the Investment Adviser/Manager with respect to indemnification of any person indemnified under Section 3.10(a)), (iii) a court of competent jurisdiction, or
Permissive Indemnification. A determination that a person to be indemnified under this Section has met the applicable standard stated in Section 3.09 may be made by (i) the General Partner, with respect to the indemnification of any person other than a person claiming indemnification under Section 3.10(a), (ii) any committee of the Partnership [(including the Advisory Board)] whose members are not affiliated with the General Partner or the Investment Adviser/Manager with respect to indemnification of any person indemnified under Section 3.10(a)), (iii) a court of competent jurisdiction, or (iv) at the election of the General Partner, independent legal counsel selected by the General Partner, with respect to the indemnification of any person indemnified under this Section, in a written opinion.
