Common use of Indemnification for Additional Expenses Clause in Contracts

Indemnification for Additional Expenses. The Bank shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank under this Agreement or any provision of the Bank’s Articles of Incorporation and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Bank, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank under this Agreement or any provision of the Bank’s Articles of Incorporation Association and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Bank, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank or any other Person with respect to the Indemnitee’s right to: (i) indemnification indemnification, contribution or an Expense Advance by the Bank under this Agreement or any provision of the Bank’s Articles of Incorporation Charter, as amended (the “Charter”) and/or Bylaws the Bank’s bylaws, as amended (the “Bylaws”) and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Bank, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank under this Agreement or any provision of the Bank’s Articles of Incorporation Incorporation, as amended (the “Articles of Incorporation”) and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Bank, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles of Incorporation Charter and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification indemnification, contribution or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles of Incorporation Charter and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Restated Articles of Incorporation Incorporation, as amended (the “Articles of Incorporation”) and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 22(b) and (d), which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles Certificate of Incorporation and/or Bylaws By-Laws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee Indemnitee, subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles of Incorporation Charter and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 22(b) and (d), which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles of Incorporation and/or Bylaws By-Laws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 22(b) and (d), which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles Certificate of Incorporation and/or Bylaws and/or By-Laws and/or, (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses within 90 days in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles of Incorporation and/or Bylaws Bylaws; and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles of Incorporation and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith. 4.

Indemnification for Additional Expenses. The Bank Subject to Sections 2(d) and 17, the Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee Indemnitee, subject to and in accordance with Section 22(b), which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank or any other Person with respect to the Indemnitee’s right to: Indemnitee for (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any other agreement or provision of the Bank’s Articles Restated Certificate of Incorporation and/or or of the Amended and Restated Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ ' and officers’ ' liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Personperson, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank under this Agreement or any provision of the Bank’s Articles of Incorporation and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Bank, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank or any other Person, as applicable, was frivolous or in bad faith. 4.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles Certificate of Incorporation and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 22(b), which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles Restated Certificate of Incorporation (the “Certificate of Incorporation”) and/or Bylaws By-Laws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles of Incorporation Charter and/or Bylaws By-Laws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 22(b), which are actually incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank or any other Person with respect to the Indemnitee’s right to: Indemnitee for (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the Bank’s Articles of Incorporation and/or Bylaws Governing Documents now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required (and by execution of this Agreement does hereby agree) to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Personperson, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee Indemnitee, subject to and in accordance with Section 22(b), which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank or any other Person with respect to the Indemnitee’s right to: Indemnitee for (ia) indemnification or an Expense Advance by the Bank Company under this Agreement or any other agreement, or provision of the Bank’s Articles Certificate of Incorporation and/or or of the Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, and/or (iib) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided provided, that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Personperson, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 22(b) and (d), which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the BankCompany’s Articles Certificate of Incorporation and/or Bylaws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee Indemnitee, subject to and in accordance with Section 22(b), which that are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company, or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance Advancement by the Bank Company under this Agreement or any provision of the BankCompany’s Articles Certificate of Incorporation and/or Bylaws and/or or Bylaws; or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance Advancement, or insurance recovery, as the case may be; provided provided, however, that the Indemnitee shall be required to reimburse repay to the Company such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.

Indemnification for Additional Expenses. The Bank Company shall indemnify, or cause the indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee, the Bank Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense Advance by the Bank Company under this Agreement or any provision of the Bank’s Articles of Incorporation Charter and/or Bylaws the By-Laws and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the BankCompany, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Bank Company or any other Person, as applicable, was frivolous or in bad faith.