Common use of Permissive Indemnification Clause in Contracts

Permissive Indemnification. Bancorp may indemnify the Indemnified Party in the event that he is or was a party, or is threatened to be made a party, to any threatened, pending or completed administrative proceeding or civil action initiated by any federal banking agency, by reason of the fact that he is or was a director, officer, employee or agent of Bancorp or a subsidiary of Bancorp, including, but not limited to, the Bank, or is or was serving at the request of Bancorp as a director, officer, trustee, employee or agent of another corporation (domestic or foreign, non-profit or for profit), partnership, limited liability company, joint venture, trust or other enterprise (or by reason of any of his acts or omissions in any one or more of such capacities), against expenses (including, without limitation, attorney's fees, filing fees, court reporters' fees, transcript costs and investigative costs), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnified Party in connection with such action, suit or proceeding if the following conditions are satisfied: (a) Bancorp's board of directors, in good faith, determines, in writing, after due investigation and consideration, that the Indemnified Party acted in good faith and in a manner he believed to be in the best interests of Bancorp; (b) Bancorp's board of directors, in good faith, determines, in writing, after due investigation and consideration, that the payment of such expenses will not materially adversely affect Bancorp's safety and soundness; (c) the indemnification payments do not constitute prohibited indemnification payments under [SECTION] 359.1(l) of the Federal Deposit Insurance Corporation Regulations; and (d) the Indemnified Party agrees, in writing, to reimburse Bancorp, to the extent not covered by payments from insurance or bonds purchased pursuant to [SECTION] 359.1(l)(2) of the Federal Deposit Insurance Corporation Regulations, for that portion of the advanced indemnification payments which subsequently become prohibited indemnification payments, as defined in [SECTION] 359.1(l) of the Federal Deposit Insurance Corporation Regulations.

Permissive Indemnification. Bancorp may indemnify the Indemnified Party in the event that he she is or was a party, or is threatened to be made a party, to any threatened, pending or completed administrative proceeding or civil action initiated by any federal banking agency, by reason of the fact that he she is or was a director, officer, employee or agent of Bancorp or a subsidiary of Bancorp, including, but not limited to, the Bank, or is or was serving at the request of Bancorp as a director, officer, trustee, employee or agent of another corporation (domestic or foreign, non-profit or for profit), partnership, limited liability company, joint venture, trust or other enterprise (or by reason of any of his her acts or omissions in any one or more of such capacities), against expenses (including, without limitation, attorney's fees, filing fees, court reporters' fees, transcript costs and investigative costs), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnified Party in connection with such action, suit or proceeding if the following conditions are satisfied: (a) Bancorp's board of directors, in good faith, determines, in writing, after due investigation and consideration, that the Indemnified Party acted in good faith and in a manner he she believed to be in the best interests of Bancorp; (b) Bancorp's board of directors, in good faith, determines, in writing, after due investigation and consideration, that the payment of such expenses will not materially adversely affect Bancorp's safety and soundness; (c) the indemnification payments do not constitute prohibited indemnification payments under [SECTION] 359.1(l) of the Federal Deposit Insurance Corporation Regulations; and (d) the Indemnified Party agrees, in writing, to reimburse Bancorp, to the extent not covered by payments from insurance or bonds purchased pursuant to [SECTION] 359.1(l)(2) of the Federal Deposit Insurance Corporation Regulations, for that portion of the advanced indemnification payments which subsequently become prohibited indemnification payments, as defined in [SECTION] 359.1(l) of the Federal Deposit Insurance Corporation Regulations.

Permissive Indemnification. Bancorp may indemnify the Indemnified Party in the event that he is or was a party, or is threatened to be made a party, to any threatened, pending or completed administrative proceeding or civil action initiated by any federal banking agency, by reason of the fact that he is or was a director, officer, employee or agent of Bancorp or a subsidiary of Bancorp, including, but not limited to, the Bank, or is or was serving at the request of Bancorp as a director, officer, trustee, employee or agent of another corporation (domestic or foreign, non-profit or for profit), partnership, limited liability company, joint venture, trust or other enterprise (or by reason of any of his acts or omissions in any one or more of such capacities), against expenses (including, without limitation, attorney's fees, filing fees, court reporters' fees, transcript costs and investigative costs), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnified Party in connection with such action, suit or proceeding if the following conditions are satisfied: (a) Bancorp's board of directors, in good faith, determines, in writing, after due investigation and consideration, that the Indemnified Party acted in good faith and in a manner he believed to be in the best interests of Bancorp; (b) Bancorp's board of directors, in good faith, determines, in writing, after due investigation and consideration, that the payment of such expenses will not materially adversely affect Bancorp's safety and soundness; (c) the indemnification payments do not constitute prohibited indemnification payments under [SECTION] Section 359.1(l) of the Federal Deposit Insurance Corporation Regulations; and (d) the Indemnified Party agrees, in writing, to reimburse Bancorp, to the extent not covered by payments from insurance or bonds purchased pursuant to [SECTION] Section 359.1(l)(2) of the Federal Deposit Insurance Corporation Regulations, for that portion of the advanced indemnification payments which subsequently become prohibited indemnification payments, as defined in [SECTION] Section 359.1(l) of the Federal Deposit Insurance Corporation Regulations.