Prohibited indemnification payment definition

Prohibited indemnification payment means any payment or any agreement or arrangement to make any payment by any Federally insured credit union for the benefit of any person who is or was an IAP of the Federally insured credit union, to pay or reimburse such person for any civil money penalty, judgment, or other liability or legal ex- pense resulting from any administra- tive or civil action instituted by NCUA or any appropriate state regulatory au- thority, in the case of a credit union or corporate credit union chartered by a state, that results in a final order or settlement pursuant to which such per- son:
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Prohibited indemnification payment means any payment (or any agreement or arrangement to make any payment) by any corporate credit union for the benefit of any person who is or was an IAP of such corporate credit union, to pay or reimburse such person for any civil money penalty, judgment or other liability or legal expense resulting from any administrative or civil action instituted by the Board or any appro- priate state regulatory authority that results in a final order or settlement pursuant to which such person:
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Prohibited indemnification payment means any payment (or any agreement or arrangement to make any payment, including under this Agreement) by the Company or the Bank, as the case may be, for the benefit of Indemnitee, to pay or reimburse Indemnitee for any civil money penalty or judgment resulting from any Proceeding instituted by any federal banking agency, or any other liability or legal expense with regard to any Proceeding instituted by any federal banking agency which results in a final order or settlement pursuant to which Indemnitee: (i) is assessed a civil money penalty; (ii) is removed from office or prohibited from participating in the conduct of the affairs of the Company or the Bank; or (iii) is required to cease and desist from or take any affirmative action described in section 8(b) of the FDI Act with respect to the Company or the Bank; provided, however, that “Prohibited Indemnification Payment” shall not include any reasonable payment by the Company or the Bank: (i) used to purchase any commercial insurance policy or fidelity bond, provided that such insurance policy or bond shall not be used to pay or reimburse Indemnitee for the cost of any judgment or civil money penalty assessed against Indemnitee in a Proceeding commenced by any federal banking agency, but may be used to pay any Expenses incurred in connection with such Proceeding or the amount of any restitution to the Company, the Bank or a receiver; or (ii) that represents partial indemnification for Expenses specifically attributable to particular charges for which there has been a formal and final adjudication or finding in connection with a settlement that Indemnitee has not violated certain banking laws or regulations or has not engaged in certain unsafe or unsound banking practices or breaches of fiduciary duty (as more fully defined or described in or pursuant to the FDI Act), unless the Proceeding has resulted in a prohibition against Indemnitee from participating in the conduct of the affairs of the Company or the Bank, as the case may be.
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More Definitions of Prohibited indemnification payment

Prohibited indemnification payment means any payment (or any agreement or arrangement to make any payment) by the Company or its subsidiary, Bank of Internet USA (the "Bank"), for the benefit of Indemnitee to pay or reimburse such person for any
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Related to Prohibited indemnification payment

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.