Common use of Claims Initiated by Indemnitee Clause in Contracts

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings an action, suit or claims proceeding (or part thereof) initiated or brought voluntarily by the Indemnitee and not by way of defenseIndemnitee, except with respect to proceedings specifically authorized by the Board an action, suit or proceeding brought to establish or enforce a right to indemnification and/or advancement (which shall be governed by the provisions of expenses arising under Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the charter documents Board of Directors of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; orCorporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary subsidiary, or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or Proceedings brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary or any other statute or law or otherwiselaw, but such indemnification or advancement of expenses Expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; orof Directors has approved the initiation or bringing of such suit;

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings an action, suit or claims proceeding (or part thereof) initiated by Indemnitee unless such action, suit or brought voluntarily by the Indemnitee and not by way of defense, except with respect proceeding (or part thereof) was authorized or consented to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents Directors of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; orCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses Expenses arising under this Agreement, the charter documents of the Company or any subsidiary Subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses Expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings an action, suit or claims proceeding (or part thereof) initiated or brought voluntarily by the Indemnitee and not by way of defenseIndemnitee, except with respect to proceedings specifically authorized by the Board an action, suit or proceeding brought to establish or enforce a right to indemnification and/or or advancement of expenses arising under this Agreement, any other agreement, any insurance policy, the charter documents of Articles, the Company or By-laws, any subsidiary or any statute or law or otherwise, but unless such indemnification action, suit or advancement of expenses may be provided proceeding (or part thereof) was authorized or consented to by the Company in specific cases if the Board finds it to be appropriate; orBoard.

Claims Initiated by Indemnitee. To indemnify or advance expenses ------------------------------ to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to ------ proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except (i) with respect to actions or proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary other agreement or any statute insurance policy or law under the Company’s Certificate of Incorporation or otherwiseMemorandum and Articles of Association now or hereafter in effect relating to Claims for Indemnifiable Events, but such indemnification or advancement of expenses may be provided by the Company (ii) in specific cases if the Board finds it to be appropriate; orof Directors has approved the initiation or bringing of such Claim;

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except EXCEPT with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board of Directors or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary subsidiary, or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary or any other statute or law or otherwiseotherwise as required under Section 8, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the ------------------------------ Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses ------------------------------ to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance ------------------------------ expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with ------ respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to (a) proceedings specifically authorized by the Board or (b) (subject to the provisions of Section 6.2 and Section 8.8) proceedings brought by Indemnitee to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriatelaw; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of Certificate, the Company or any subsidiary or Bylaws, D&O Insurance, any statute or law or otherwiseotherwise as required under Section 145 as provided in Section 8(f)(i), but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings Proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses Expenses arising under this Agreement, the charter documents of the Company or any subsidiary Subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses Expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except other than with respect to proceedings specifically authorized by the Board of Directors or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute statue or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings an action, suit or claims proceeding (or part thereof) initiated or brought voluntarily by the Indemnitee and not by way of defense, (except with respect to proceedings specifically authorized any compulsory counterclaim brought by the Board Indemnitee or an action, suit or proceeding brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Company in specific cases if Board of Directors of the Board finds it to be appropriate; orCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary or any other statute or law or otherwiseotherwise as required under Section 145, but such indemnification or advancement of expenses may be provided by the Company in specific cases if a majority of the disinterested members of the Board of Directors finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except (i) with respect to actions or proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary other agreement or any statute insurance policy or law under the Company’s Memorandum of Association or otherwiseArticles of Association now or hereafter in effect relating to Claims for Indemnifiable Events, but such indemnification or advancement of expenses may be provided by the Company (ii) in specific cases if the Board finds it to be appropriate; orof Directors has approved the initiation or bringing of such Claim;

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings an action, suit or claims proceeding (or part thereof) initiated or brought voluntarily by the Indemnitee and not by way of defenseIndemnitee, except with respect to proceedings specifically authorized any compulsory counterclaim brought by the Board Indemnitee or an action, suit or proceeding brought to establish or enforce a right to indemnification and/or or advancement of expenses arising under this Agreement, unless such action, suit or proceeding (or part thereof) was authorized or consented to by the charter documents Board of Directors of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; orCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings Proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, otherwise (but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate); or

Claims Initiated by Indemnitee. To indemnify or advance expenses to ------------------------------ the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to ------ proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the an Indemnitee with respect to proceedings or claims Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except (i) with respect to actions or proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary other agreement or any statute insurance policy or law under the Company’s Memorandum of Association or otherwiseArticles of Association now or hereafter in effect relating to Claims for Indemnification Events, but such indemnification or advancement of expenses may be provided by the Company (ii) in specific cases if the Board finds it to be appropriate; orhas approved the initiation or bringing of such Claim;

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee, including those brought against the Indemnitee Bank or its directors, officers, employees, agents or other indemnitees, and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary or any other statute or law or otherwiselaw, but such indemnification or advancement of expenses may be provided by the Company Bank in specific cases if the Board of Directors finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by brought in the Board Company's name or brought behalf, or to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary or any other statute or law or otherwise, law; but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriateof Directors has approved the initiation or bringing of such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings an action, suit, proceeding or claims alternative dispute resolution process (or part thereof) initiated or brought voluntarily by the Indemnitee and not by way of defenseIndemnitee, except with respect to proceedings specifically authorized by the Board an action, suit, proceeding or alternative dispute resolution process brought to establish or enforce a right to indemnification and/or advancement (which shall be governed by the provisions of expenses arising under Section 9(b) of this Agreement), unless such action, suit, proceeding or alternative dispute resolution process (or part thereof) was authorized or consented to by the charter documents Board of Directors of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; orCorporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the Bylaws or charter documents of the Company or any subsidiary of the Company, or any statute or law or otherwiseotherwise as required under Section 145, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses ------------------------------ to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary or any other statute or law or otherwiseotherwise as required under applicable law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense ("defense" includes contribution or indemnification or proceedings to enforce proportionate fault rules where applicable), except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary or any other statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or;

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings or claims Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except (i) with respect to actions or proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising indemnify under this Agreement, the charter documents of the Company Agreement or any subsidiary other agreement or any statute insurance policy or law under the Company's Amended Memorandum and Articles of Association now or otherwisehereafter in effect relating to Claims for indemnification Events, but such indemnification or advancement of expenses may be provided by the Company (ii) in specific cases if the Board finds it to be appropriate; orof Directors has approved the initiation or bringing of such Claim;

Claims Initiated by Indemnitee. To indemnify or advance expenses to the ------------------------------ Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company Agreement or any subsidiary or any other statute or law or otherwiseotherwise as required under applicable law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee in connection with respect to proceedings any Proceeding initiated by Indemnitee unless the Company has joined in, or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board has consented to, the initiation of such Proceeding, or brought the Proceeding is one to establish or enforce a right to indemnification and/or advancement of expenses arising rights under this Agreement, the charter documents of the Company Company, Parent or any subsidiary of their subsidiaries, or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or;

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to (a) proceedings specifically authorized by the Board or (b) (subject to the provisions of Section 8.8) proceedings brought by Indemnitee to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriatelaw; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the Bylaws or charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or