Common use of Presumptions in Enforcement Action Clause in Contracts

Presumptions in Enforcement Action. In any Enforcement Action, the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereunder to induce Indemnitee to continue as a director or officer, as the case may be, of the Company; (b) Neither (i) the failure of the Company (including the Company's Board of Directors, independent or special legal counsel or the Company's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director or officer of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereunder to induce Indemnitee to continue as a director or officer, as the case may be, officer of the Company; (b) Neither (i) the failure of the Company (including the Company's Board of Directors, independent or special legal counsel or the Company's shareholdersstockholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders stockholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director or officer of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive Indemnitee or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereunder to induce Indemnitee to continue as a director or officer, as the case may be, officer of the Company; (b) Neither It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of indemnification shall be decided by the court and neither (i) the failure of the Company (including the Company's Board of Directors, independent or special legal counsel or the Company's shareholdersstockholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances circumstances, nor (ii) an actual determination by the Company (including the Company, its 's Board of Directors, independent or special legal counsel or shareholders the Company's stockholders) that Indemnitee is not entitled to indemnification indemnification, shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director or officer of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as in a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to continue as a director or officer, as the case may be, and/or officer of the Company; (b) Neither (i) the failure of the Company (including the Company's Board of Directors, independent or special legal counsel or the Company's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation limitations on presumptions) shall apply: (a) i. The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to serve or to continue to serve as a director or officer, as the case may be, of the Company; ii. Neither: (b) Neither (iA) the failure of the Company (including but not limited to the Company's Board of DirectorsBoard, independent or special legal counsel Special Legal Counsel or the Company's ’s shareholders) to have made make a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances circumstances; nor (iiB) an actual determination by the Company, its Board of Directorsthe Board, independent or special legal counsel Special Legal Counsel or the Company’s shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) iii. If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly wholly-owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee indemnitee to continue as a director or officeran officer and/or director, as the case may be, of the Company; (b) Neither (i) the failure of the Company (including the Company's Board of Directors, independent or special legal counsel or the Company's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (ai) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to continue as a director or officeran officer and/or director, as the case may be, of the Company; (bii) Neither (iA) the failure of the Company (including the Company's ’s Board of Directors, independent or special legal counsel or the Company's ’s shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (iiB) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (ciii) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has Bank shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to [continue to] serve as a director or director, officer, employee and/or agent, as the case may be, of the CompanyBank; (b) Neither (i) the failure of the Company Bank (including the Company's Bank’s Board of Directors, independent or special legal counsel or the Company's Bank’s shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the CompanyBank, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company Bank or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company Bank or a wholly wholly-owned subsidiary of the Company Bank is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the Company's requestrequest of the Bank.

Presumptions in Enforcement Action. In any Enforcement Action, ---------------------------------- the following presumptions (and limitation on presumptions) shall apply: (ai) The Company expressly affirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereunder to induce Indemnitee to continue as a director or officer, as the case may be, of the Company; (bii) Neither (i1) the failure of the Company (including the Company's Board of Directors, independent or special legal counsel or the Company's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii2) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (ciii) If Indemnitee is or was serving as a director or officer of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to [continue to] serve as a director or director, officer, employee and/or agent, as the case may be, of the Company; (b) Neither (i) the failure of the Company (including the Company's ’s Board of Directors, independent or special legal counsel or the Company's ’s shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly wholly-owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereunder to induce Indemnitee to continue as a director or officer, as the case may be, officer of the Company; (b) Neither (i) the failure of the Company (including the Company's ’s Board of Directors, independent or special legal counsel or the Company's shareholders’s stockholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders stockholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director or officer of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive Indemnitee or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the Company's ’s request.

Presumptions in Enforcement Action. In any Enforcement Action, the following presumptions (and limitation on presumptions) shall apply: (a) The Company " Company" expressly affirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereunder to induce Indemnitee "Indemnity" to continue as a director or officer, as the case may be, officer of the " Company; (b) Neither her (i) the failure of the " Company " (including the " Company's " Board of Directors, independent or special legal counsel or the Company's shareholders" Company " stockholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee "Indemnity" is proper in the circumstances nor (ii) an actual determination by the "Company", its Board of Directors, independent or special legal counsel or shareholders stockholders that Indemnitee "Indemnity" is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee "Indemnity" is not entitled to indemnification hereunder; and and (c) If Indemnitee "Indemnity" is or was serving as a director or officer of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company " Company" or as a partner, trustee or otherwise in an executive "Indemnity" or management capacity in a partnership, joint Joint venture, trust or other enterprise of which the " Company " or a wholly owned subsidiary of the " Company " is a general partner or has a majority ownership, then such corporation, partnership, joint Joint venture, trust or other enterprise shall conclusively be deemed a Related Company " Company" and Indemnitee "Indemnity" shall conclusively be deemed to be serving such Related " Company " at the Company's " Company " request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation limitations on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to serve or to continue to serve as a an director or officer, as the case may be, and/or officer of the Company; (b) Neither (i) the The failure of the Company (including but not limited to the Company's Board of DirectorsBoard, independent or special legal counsel or the Company's shareholders) to have made make a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is shall not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held or controlled by the Company or as a partner, trustee in which the Company has otherwise made an investment or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly wholly-owned subsidiary of the Company is a general partner or has a majority ownershipownership or control position or in which the Company has otherwise made an investment, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereunder to induce Indemnitee to continue as a director or officer, as the case may be, of the Company; (b) Neither (i) the failure of the Company (including the Company's ’s Board of Directors, independent or special legal counsel or the Company's ’s shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director or officer of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the Company's ’s request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: : (a) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to continue as a director or officeran officer and/or director, as the case may be, of the Company; ; (b) Neither (i) the failure of the Company (including the Company's Board of Directors, independent or special legal counsel or the Company's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and and (c) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereunder to induce Indemnitee to continue as a director or officer, as the case may be, of the Company; (b) Neither (i) the failure of the Company (including the Company's ’s Board of Directors, independent or special legal counsel or the Company's shareholders’s stockholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders stockholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director or officer of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive Indemnitee or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the Company's ’s request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (ai) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to serve or continue to serve as a an officer and/or director or officer, as the case may be, of the Company; (bii) Neither (iA) the failure of the Company (including the Company's ’s Board of Directors, independent or special legal counsel or the Company's ’s shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (iiB) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (ciii) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation limitations on presumptions) shall apply: (a) : i. The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to serve or to continue to serve as a an director or officer, as the case may be, and/or officer of the Company; (b) ; ii. Neither (ia) the failure of the Company (including but not limited to the Company's Board of DirectorsBoard, independent or special legal counsel or counselor the Company's ’s shareholders) to have made make a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (iib) an actual determination by the Company, its Board of Directorsthe Board, independent or special legal counsel or counselor the Company’s shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) and iii. If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly wholly-owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.. c.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (ai) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to continue as a director or officeran officer and/or director, as the case may be, of the Company; (bii) Neither (i) the failure of the Company (including the Company's Board of Directors, independent or special legal counsel or the Company's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (ciii) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (ai) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to continue as a director or officeran officer and/or director, as the case may be, of the Company; (bii) Neither (i) the failure of the Company (including the Company's Board board of Directorsdirectors, independent or special legal counsel or the Company's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board board of Directorsdirectors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (ciii) If Indemnitee is or was serving as a director director, officer, employee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly wholly-owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company entity at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereunder to induce Indemnitee to continue as a director or officer, as the case may be, officer of the Company; (b) Neither (i) the failure of the Company (including the Company's Board of Directors, independent or special legal counsel or the Company's shareholdersstockholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders stockholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director or officer of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation limitations on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to serve or to continue to serve as a an director or officer, as the case may be, and/or officer of the CompanyCompany or any of its subsidiaries; (b) Neither (i) the failure of the Company (including but not limited to the Company's Board of DirectorsBoard, independent or special legal counsel or counselor the Company's shareholders) to have made make a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its Board of Directorsthe Board, independent or special legal counsel or counselor the Company's shareholders that Indemnitee is has not entitled to indemnification met such applicable standard of conduct shall be a defense to the Enforcement Action or create a presumption that Indemnitee is has not entitled to indemnification hereundermet the applicable standard of conduct; and (c) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly wholly-owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (ai) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to continue as a director or officeran officer and/or director, as the case may be, of the Company; (bii) Neither (i) the failure of the Company (including the Company's ’s Board of Directors, independent or special legal counsel or the Company's ’s shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (ciii) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has Bank shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to continue serve as a director or officer, as the case may be, of the CompanyBank; (b) Neither (i) the failure of the Company Bank (including the Company's Bank’s Board of Directors, independent or special legal counsel or the Company's shareholdersBank’s stockholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the CompanyBank, its Board of Directors, independent or special legal counsel or shareholders stockholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company Bank or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company Bank or a wholly wholly-owned subsidiary of the Company Bank is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the Company's requestrequest of the Bank.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder to induce Indemnitee to accept the position of, or to continue as a director or officerdirector, as the case may be, of the Company; (b) Neither (i) the failure of the Company (including the Company's its Board of Directors, independent or special legal counsel or the Company's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances circumstances, nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or the shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunderindemnification; and (c) If Indemnitee is or was serving as a director director, officer, employee, or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust trust, employee benefit plan or other enterprise of which the Company or a wholly majority owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.

Presumptions in Enforcement Action. In any Enforcement Action, Action the following presumptions (and limitation on presumptions) shall apply: (a) The Company expressly affirms and agrees that it has shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to continue as a director or officer, as the case may be, and/or officer of the Company; (b) Neither (i) the i)+the failure of the Company (including the Company's Board of Directors, independent or special legal counsel or the Company's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an ii)+an actual determination by the Company, its Board of Directors, independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification hereunder; and (c) If Indemnitee is or was serving as a director director, officer, employee, trustee or officer agent of a corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company or as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the Company or a wholly owned subsidiary of the Company is a general partner or has a majority ownership, then such corporation, partnership, joint venture, trust or other enterprise shall conclusively be deemed a Related Company and Indemnitee shall conclusively be deemed to be serving such Related Company at the request of the Company's request.