Common use of Presumption and Effect of Certain Proceedings Clause in Contracts

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director shall be presumed to be entitled to indemnification under this Agreement and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director of the protection of this indemnity nor shall a court or other forum to which the Director may apply for enforcement of this indemnity give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s entitlement to indemnification, the required determination of entitlement to indemnification shall be deemed to have been made and the Director shall be absolutely entitled to indemnification under this Agreement, absent (i) misrepresentation by the Director of a material fact in the request for indemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director to indemnification except as may be expressly provided herein, (b) create a presumption that the Director did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Bank, or (c) with respect to any criminal action or proceeding, create a presumption that the Director had reasonable cause to believe that his or her conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director Officer shall be presumed to be entitled to indemnification under this Agreement and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director Officer of the protection of this indemnity nor shall a court or other forum to which the Director Officer may apply for enforcement of this indemnity give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the DirectorOfficer’s entitlement to indemnification, the required determination of entitlement to indemnification shall be deemed to have been made and the Director Officer shall be absolutely entitled to indemnification under this Agreement, absent (i) misrepresentation by the Director Officer of a material fact in the request for indemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director Officer to indemnification except as may be expressly provided herein, (b) create a presumption that the Director Officer did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Bank, or (c) with respect to any criminal action or proceeding, create a presumption that the Director Officer had reasonable cause to believe that his or her conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director Officer shall be presumed to be entitled to indemnification under this Agreement and advancement of Expenses in connection with any Proceeding, and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director Officer of the protection of this indemnity nor shall a court or other forum to which the Director Officer may apply for enforcement of this indemnity give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance the date on which a written request from the Officer was received by the Secretary of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s entitlement to indemnificationBank, the required determination of entitlement to indemnification shall be deemed to have been made and the Director Officer shall be absolutely entitled to indemnification and advancement of Expenses in connection with any Proceeding under this Agreement, absent (i) misrepresentation by the Director Officer of a material fact in the request for indemnification or advancement of Expenses in connection with any Proceeding or (ii) a specific finding that all or any part of such indemnification or advancement of Expenses in connection with any Proceeding is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director to indemnification except as may be expressly provided herein, (b) create a presumption that (i) the Director person did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Bank, Bank or (cii) with respect to any criminal action or proceedingProceeding, create a presumption that the Director had reasonable cause to believe that his or her conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director Officer shall be presumed to be entitled to indemnification under this Agreement and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director Officer of the protection of this indemnity nor shall a court or other forum to which the Director Officer may apply for enforcement of this indemnity indemnification give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s Officer's entitlement to indemnification, the required determination of entitlement to indemnification shall be deemed to have been made and the Director Officer shall be absolutely entitled to indemnification under this Agreement, absent (i) misrepresentation by the Director Officer of a material fact in the request for indemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director Officer to indemnification except as may be expressly provided herein, (b) create a presumption that the Director Officer did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Bank, or (c) with respect to any criminal action or proceeding, create a presumption that the Director Officer had reasonable cause to believe that his or her conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director Officer shall be presumed to be entitled to indemnification under this Agreement and advancement of Expenses in connection with any Proceeding, and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director Officer of the protection of this indemnity nor shall a court or other forum to which the Director Officer may apply for enforcement of this indemnity give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days 30 Business Days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance the date on which a written request from the Officer was received by the Secretary of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s entitlement to indemnificationBank, the required determination of entitlement to indemnification shall be deemed to have been made and the Director Officer shall be absolutely entitled to indemnification and advancement of Expenses in connection with any Proceeding under this Agreement, absent (i) misrepresentation by the Director Officer of a material fact in the request for indemnification or advancement of Expenses in connection with any Proceeding or (ii) a specific finding that all or any part of such indemnification or advancement of Expenses in connection with any Proceeding is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director to indemnification except as may be expressly provided herein, (b) create a presumption that (i) the Director person did not act in good faith and in a manner that which he or she reasonably believed to be in or not opposed to the best interests of the Bank, Bank or (cii) with respect to any criminal action or proceedingProceeding, create a presumption that the Director had reasonable cause to believe that his or her conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director Officer shall be presumed to be entitled to indemnification under this Agreement and advancement of Expenses in connection with any Proceeding, and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director Officer of the protection of this indemnity nor shall a court or other forum to which the Director Officer may apply for enforcement of this indemnity give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days 30 Business Days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance the date on which a written request from the Officer was received by the Secretary of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s entitlement to indemnificationBank, the required determination of entitlement to indemnification shall be deemed to have been made and the Director Officer shall be absolutely entitled to indemnification and advancement of Expenses in connection with any Proceeding under this Agreement, absent (i) misrepresentation by the Director Officer of a material fact in the request for indemnification or advancement of Expenses in connection with any Proceeding or (ii) a specific finding that all or any part of such indemnification or advancement of Expenses in connection with any Proceeding is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director to indemnification except as may be expressly provided herein, (b) create a presumption that (i) the Director person did not act in good faith and in a manner that he or she which the Indemnification Agreement Form 2 person reasonably believed to be in or not opposed to the best interests of the Bank, Bank or (cii) with respect to any criminal action or proceedingProceeding, create a presumption that the Director had reasonable cause to believe that his or her the person’s conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director shall be presumed to be entitled to indemnification under this Agreement and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director of the protection of this indemnity nor shall a court or other forum to which the Director may apply for enforcement of this indemnity indemnification give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s 's entitlement to indemnification, the required determination of entitlement to indemnification shall be deemed to have been made and the Director shall be absolutely entitled to indemnification under this Agreement, absent (i) misrepresentation by the Director of a material fact in the request for indemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director to indemnification except as may be expressly provided herein, (b) create a presumption that the Director did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Bank, or (c) with respect to any criminal action or proceeding, create a presumption that the Director had reasonable cause to believe that his or her conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director shall be presumed to be entitled to indemnification under this Agreement and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director of the protection of this indemnity nor shall a court or other forum to which the Director may apply for enforcement of this indemnity indemnify give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s entitlement to indemnification, the required determination of entitlement to indemnification shall be deemed to have been made and the Director shall be absolutely entitled to indemnification under this Agreement, absent (i) misrepresentation by the Director of a material fact in the request for indemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director to indemnification except as may be expressly provided herein, (b) create a presumption that the Director did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Bank, or (c) with respect to any criminal action or proceeding, create a presumption that the Director had reasonable cause to believe that his or her conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director Officer shall be presumed to be entitled to indemnification under this Agreement and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director Officer of the protection of this indemnity nor shall a court or other forum to which the Director Officer may apply for enforcement of this indemnity give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s Officer's entitlement to indemnification, the required determination of entitlement to indemnification shall be deemed to have been made and the Director Officer shall be absolutely entitled to indemnification under this Agreement, absent (i) misrepresentation by the Director Officer of a material fact in the request for indemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director Officer to indemnification except as may be expressly provided herein, (b) create a presumption that the Director Officer did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Bank, or (c) with respect to any criminal action or proceeding, create a presumption that the Director Officer had reasonable cause to believe that his or her conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director shall be presumed to be entitled to indemnification under this Agreement and advancement of Expenses in connection with any Proceeding, and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director of the protection of this indemnity nor shall a court or other forum to which the Director may apply for enforcement of this indemnity give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days 30 Business Days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance the date on which a written request from the Director was received by the Secretary of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s entitlement to indemnificationBank, the required determination of entitlement to indemnification shall be deemed to have been made and the Director shall be absolutely entitled to indemnification and advancement of Expenses in connection with any Proceeding under this Agreement, absent (i) misrepresentation by the Director of a material fact in the request for indemnification or advancement of Expenses in connection with any Proceeding or (ii) a specific finding that all or any part of such indemnification or advancement of Expenses in connection with any Proceeding is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director to indemnification except as may be expressly provided herein, (b) create a presumption that (i) the Director person did not act in good faith and in a manner that he or she which the person reasonably believed to be in or not opposed to the best interests of the Bank, Bank or (cii) with respect to any criminal action or proceedingProceeding, create a presumption that the Director had reasonable cause to believe that his or her the person’s conduct was unlawful.. Indemnification Agreement

Presumption and Effect of Certain Proceedings. Upon making a request for indemnificationindemnification pursuant to Section 5, the Director shall initially be presumed to be entitled to indemnification under this Agreement and advancement of Expenses in connection with any Proceeding or Bank Proceeding (subject to a later change in the presumption as provided in this Section), and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by ; provided, however, that in the Board or by Independent Counsel shall be effective to deprive the Director event of the protection settlement of this indemnity nor shall a court or other forum to criminal Proceeding, for which the Director may apply for enforcement seeks or has sought indemnification, the Director shall be presumed to be not entitled to indemnification under this Agreement and the Director shall have the burden of this indemnity give proof to overcome that presumption in reaching any weight to any such adverse finding in deciding any issue before itcontrary determination. If the person or persons empowered to make the determination on advancement shall have failed to make the requested determination within 60 days 30 Business Days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance the date on which a written affirmation pursuant to Section 4 hereof from the Director was received by the Secretary of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s entitlement to indemnificationBank, the required determination of entitlement to indemnification advancement shall be deemed to have been made and the Director shall be absolutely entitled to indemnification advancement of Expenses pursuant to Section 4 hereof in connection with any Proceeding or Bank Proceeding under this Agreement, absent (i) misrepresentation by the Director of a material fact in the request for indemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law or this Agreement. The termination of any Proceeding or Bank Proceeding by judgment, order, settlementsettlement (other than a criminal Proceeding), arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director to indemnification except as may be expressly provided herein, (b) create a presumption that (i) the Director did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Bank, Bank or (cii) with respect to any criminal action Proceeding or proceedingBank Proceeding, create a presumption that the Director had reasonable cause to believe that his or her the person’s conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnificationindemnification pursuant to Section 5, the Director Officer shall initially be presumed to be entitled to indemnification under this Agreement and advancement of Expenses in connection with any Proceeding or Bank Proceeding (subject to a later change in the presumption as provided in this Section), and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by ; provided, however, that in the Board event of the settlement of a criminal Proceeding, for which the Officer seeks or by Independent Counsel has sought indemnification, the Officer shall be effective presumed to deprive be not entitled to indemnification under this Agreement and the Director Officer shall have the burden of the protection of this indemnity nor shall a court or other forum proof to which the Director may apply for enforcement of this indemnity give overcome that presumption in reaching any weight to any such adverse finding in deciding any issue before itcontrary determination. If the person or persons empowered to make the determination on advancement shall have failed to make the requested determination within 60 days 30 Business Days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance the date on which a written affirmation pursuant to Section 4 hereof from the Officer was received by the Secretary of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the Director’s entitlement to indemnificationBank, the required determination of entitlement to indemnification advancement shall be deemed to have been made and the Director Officer shall be absolutely entitled to indemnification advancement of Expenses pursuant to Section 4 hereof in connection with any Proceeding or Bank Proceeding under this Agreement, absent (i) misrepresentation by the Director of a material fact in the request for indemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law or this Agreement. The termination of any Proceeding or Bank Proceeding by judgment, order, settlementsettlement (other than a criminal Proceeding), arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director to indemnification except as may be expressly provided herein, (b) create a presumption that (i) the Director Officer did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Bank, Bank or (cii) with respect to any criminal action Proceeding or proceedingBank Proceeding, create a presumption that the Director had reasonable cause to believe that his or her the person’s conduct was unlawful.

Presumption and Effect of Certain Proceedings. Upon making a request for indemnification, the Director Officer shall be presumed to be entitled to indemnification under this Agreement and the Bank shall have the burden of proof to overcome that presumption in reaching any contrary determination. No initial finding by the Board or by Independent Counsel shall be effective to deprive the Director Officer of the protection of this indemnity nor shall a court or other forum to which the Director Officer may apply for enforcement of this indemnity indemnify give any weight to any such adverse finding in deciding any issue before it. If the person or persons empowered to make the determination shall have failed to make the requested determination within 60 days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Bank to determine the DirectorOfficer’s entitlement to indemnification, the required determination of entitlement to indemnification shall be deemed to have been made and the Director Officer shall be absolutely entitled to indemnification under this Agreement, absent (i) misrepresentation by the Director Officer of a material fact in the request for indemnification or (ii) a specific finding that all or any part of such indemnification is expressly prohibited by law or this Agreement. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of the Director Officer to indemnification except as may be expressly provided herein, (b) create a presumption that the Director Officer did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Bank, or (c) with respect to any criminal action or proceeding, create a presumption that the Director Officer had reasonable cause to believe that his or her conduct was unlawful.