Common use of Reimbursement of Payments Clause in Contracts

Reimbursement of Payments. Golden West shall defend and indemnify Director pursuant to this Agreement with respect to any Proceeding, whether or not Director is wholly or partially successful, on the merits or otherwise, as to any or all claims, issues or matters in such Proceeding, and whether or not such Proceeding is in whole or part terminated, dismissed, withdrawn or settled (with or without prejudice), subject to the following: (a) Golden West shall not be liable for any Expenses related to any settlement or stipulated judgment by Director with respect to any Proceeding without its written consent, which shall not be unreasonably withheld. (b) Director shall reimburse Golden West for any Expenses paid by Golden West pursuant to this Agreement with respect to any Proceeding, if the court in which such Proceeding was brought shall have rendered a final judgment that (i) the liability of Director in such Proceeding resulted from the Director gaining any profit, remuneration, or advantage to which he/she was not legally entitled, or from the Director's fraudulent, dishonest or criminal acts, or his/her intentional violation of law, and (ii) in view of all the circumstances of the Proceeding, Director is not fairly and reasonably entitled to indemnity for such Expenses. The termination of any Proceeding by judgement, order, settlement, conviction, or a plea of nolo contendere or its equivalent, shall not, of itself, constitute such a judgment.

Reimbursement of Payments. Golden West shall defend and indemnify Director Trustee pursuant to this Agreement with respect to any Proceeding, whether or not Director Trustee is wholly or partially successful, on the merits or otherwise, as to any or all claims, issues or matters in such Proceeding, and whether or not such Proceeding is in whole or part terminated, dismissed, withdrawn or settled (with or without prejudice), subject to the following: (a) Golden West shall not be liable for any Expenses related to any settlement or stipulated judgment by Director Trustee with respect to any Proceeding without its written consent, which shall not be unreasonably withheld. (b) Director Trustee shall reimburse Golden West for any Expenses paid by Golden West pursuant to this Agreement with respect to any Proceeding, if the court in which such Proceeding was brought shall have rendered a final judgment that (i) the liability of Director Trustee in such Proceeding resulted from the Director Trustee gaining any profit, remuneration, remuneration or advantage to which he/she was not legally entitled, or from the DirectorTrustee's fraudulent, dishonest or criminal acts, or his/her intentional violation of law, and (ii) in view of all the circumstances of the Proceeding, Director Trustee is not fairly and reasonably entitled to indemnity for such Expenses. The termination of any Proceeding by judgementjudgment, order, settlement, conviction, or a plea of nolo contendere contendre or its equivalent, shall not, of itself, constitute such a judgment.