Common use of Indemnification Determination Clause in Contracts

Indemnification Determination. Any indemnification under Subparagraphs (a) and (b) shall be made by the Bank only if 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 standard of conduct set forth above in Subparagraphs (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; (ii) If such a quorum of directors is not obtainable, by independent legal-counsel in a written opinion; (iii) Approval of the shareholders 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 shareholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (iv) The court in which such proceeding is or was pending upon application made by the Bank 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 Bank.

Indemnification Determination. Any indemnification under Subparagraphs (a) and (b) shall be made by the Bank Company only if 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 standard of conduct set forth above in Subparagraphs (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; (ii) If such a quorum of directors is not obtainable, by independent legal-counsel in a written opinion; (iii) Approval of the shareholders 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 shareholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (iv) The court in which such proceeding is or was pending upon application made by the Bank Company 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 BankCompany.