Determination of Right of Indemnification Clause Samples

Determination of Right of Indemnification. Any indemnification under Sections 1(a) and (b) shall be made by the Bank only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 1(a) and (b) by any of the following: (i) A majority vote of a quorum consisting of directors who are not parties to such proceeding; or

Determination of Right of Indemnification. Any indemnification under Section 1 hereof (unless ordered or determined appropriate or proper by a court) with respect to any action shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standards of conduct and satisfied the conditions to indemnification set forth in Section 1 hereof. Such determination shall be made (a) by the Board by a majority vote of directors who were not parties to such action, suit or proceeding or (b) if there are no such directors, a majority of such directors decide to delegate such determination to Independent Legal Counsel (as defined below) or the Board declines to provide indemnification or fails to make such determination within 60 days of the written request of Indemnitee therefor, and such Indemnitee believes indemnification is warranted, then by Independent Legal Counsel in a written opinion. "Independent Legal Counsel" shall be determined as follows: Indemnitee shall provide the Company with a list of three recognized law firms with lawyers with significant experience in advising clients or litigating director or officer indemnification claims on behalf of the parties who allegedly provided or denied indemnification coverage (collectively, the "Law Firms"). None of the Law Firms shall have provided, within the then previous five years, any legal services to any of the Indemnitee, the Company or his, her or its Affiliates (as defined in Merger Agreement). The Company shall then select one of the Law Firms to provide the determination described immediately above. Any determination of indemnification made pursuant to this Section 2 shall be final and non-appeallable absent manifest error.

Determination of Right of Indemnification. Any indemnification under Section 5.1 or 5.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 5.1 or 5.

Determination of Right of Indemnification. Any indemnification under Sections 1 and 2 of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Agent is proper in the circumstances because the Agent has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article V, which determination is made (a) by the Board of Directors, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

Determination of Right of Indemnification. Any indemnification under Sections 2(a) and (b) shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 2(a) and (b) by any of the following: (i) a majority vote of the Corporation’s board of directors consisting of directors who are not parties to such proceeding (“Disinterested Directors”), even if less than a quorum; or (ii) a committee of the Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; or (iii) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by Independent Legal Counsel in a written opinion; or (iv) approval of the stockholders by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of stockholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (v) by the court in which such proceeding is or was pending upon application made by the Corporation or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the Corporation.

Determination of Right of Indemnification. Any indemnification under Section 1 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that no adjudication or final judgment described in subsection 1(b) has been entered. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders of the Corporation.

Determination of Right of Indemnification. Any indemnification under Section 7.01 or 7.02 of these Bylaws (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 7.01 and 7.02 of these Bylaws. Such determination shall be made (a) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

Determination of Right of Indemnification. 7.04 INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY...............................................

Determination of Right of Indemnification. 1. Every person (and the heirs and legal representatives of such person) referred to in Paragraph A, hereof, who has been wholly successful on the merits, or otherwise, with respect to any claim, action, suit or proceeding of the character described in Paragraph A, hereof, shall be entitled to indemnification as of right without any further action or approval by the Board of Trustees. 2. Except as provided in the immediately preceding sentence, any indemnification under Paragraph A next above shall be made at the discretion of the WDB, but only if (1) the Board of Trustees, acting by majority vote of a quorum consisting of Trustees who were not parties of such claim, action, suit or proceeding, present or voting, shall find that the Trustee or Officer has met the standard of conduct set forth in Paragraph A, hereof; or, (b) if no such quorum of the Board exists, independent legal counsel selected by any Judge of the United States District Court for the Northern District of Ohio, Eastern Division, at the request of either the WDB or the person seeking indemnification, shall deliver to the WDB his written opinion that such Trustee or Officer has met such standards. 3. Notwithstanding the foregoing, no Officer or Trustee who was or is a party to any action or suit by or in the right of the WDB to procure a judgment in its favor by reason of the fact that he is or was an Officer or Trustee of this action or such other entity shall be indemnified in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the WDB unless and except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court shall deem proper.