Common use of INDEMNIFICATION AND ATTORNEYS' FEES Clause in Contracts

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him in good faith while performing services for the Bank or the Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Company. If and to the extent that the Bank or the Company, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank or the Company against lawsuits, the Bank or the Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank Company agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank Company believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank Company shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him in good faith while performing services for the Bank Company or the Company Bank to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank Company or the CompanyBank. If and to the extent that the Bank Company or the CompanyBank, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank Company or the Company Bank against lawsuits, the Bank Company or the Company Bank shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him her in connection with his her consultation with legal counsel or arising out of any action, suit or proceeding in which he she may be involved, as a result of his her efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank Company agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank Company believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank Company shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him her in good faith while performing services for the Bank Company or the Company Bank to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank Company or the CompanyBank. If and to the extent that the Bank Company or the CompanyBank, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank Company or the Company Bank against lawsuits, the Bank Company or the Company Bank shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him her in connection with his her consultation with legal counsel or arising out of any action, suit or proceeding in which he she may be involved, as a result of his her efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him her in good faith while performing services for the Bank or the Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Company. If and to the extent that the Bank or the Company, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank or the Company against lawsuits, the Bank or the Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank Company agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement.to (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank Company shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him in good faith while performing services for the Bank Company or the Company Bank to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank Company or the CompanyBank. If and to the extent that the Bank Company or the CompanyBank, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank Company or the Company Bank against lawsuitslaws suits, the Bank Company or the Company Bank shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him in good faith while performing services for the Bank Company or the Company Bank to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank Company or the CompanyBank. If and to the extent that the Bank Company or the CompanyBank, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank Company or the Company Bank against lawsuitslaws suits, the Bank Company or the Company Bank shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Holding Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank Holding Company shall indemnify, hold harmless and defend the Executive for any act all acts or omissions taken or not taken, or any omission or failure to act, taken by him in good faith while performing services for the Bank or the Holding Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Holding Company. If and to the extent that the Bank or the Company, Holding Company maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank or the Holding Company against lawsuitslaw suits, the Bank or the Holding Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors. [Signatures appear on the following page.] SIGNATURES

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Holding Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the reimbursement shall be made within ten (10) days of Executive or that it is not obligated for any payments under this Agreementproviding written documentation of such expense. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses bonuses, Fixed Incentive Award and any other cash compensation, fringe benefits including those accruing under any Benefit Plan, and any compensation and benefits due the Executive under this Agreement. (c) The Bank Holding Company shall indemnify, hold harmless and defend the Executive for any act all acts or omissions taken or not taken, or any omission or failure to act, taken by him in good faith while performing services for the Bank or the Holding Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Holding Company. If and to the extent that the Bank or the Company, Holding Company maintains, at any time during the Employment Periodremaining term of this Agreement and for an additional period of seven (7) years thereafter, an insurance policy covering the other officers and directors of the Bank or the Holding Company against lawsuitslaw suits, the Bank or the Holding Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Holding Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank Holding Company shall indemnify, hold harmless and defend the Executive for any act all acts or omissions taken or not taken, or any omission or failure to act, taken by him in good faith while performing services for the Bank or the Holding Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Holding Company. If and to the extent that the Bank or the Company, Holding Company maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank or the Holding Company against lawsuitslaw suits, the Bank or the Holding Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors. [Signatures appear on the following page.]

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Holding Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him her in connection with his her consultation with legal counsel or arising out of any action, suit or proceeding in which he she may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all Such reimbursement shall be made within ten (10) days of Executive providing written documentation of such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreementexpense. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses bonuses, Fixed Incentive Award and any other cash compensation, fringe benefits including those accruing under any Benefit Plan, and any compensation and benefits due the Executive under this Agreement. (c) The Bank Holding Company shall indemnify, hold harmless and defend the Executive for any act all acts or omissions taken or not taken, or any omission or failure to act, taken by him her in good faith while performing services for the Bank or the Holding Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Holding Company. If and to the extent that the Bank or the Company, Holding Company maintains, at any time during the Employment Periodremaining term of this Agreement and for an additional period of seven (7) years thereafter, an insurance policy covering the other officers and directors of the Bank or the Holding Company against lawsuitslaw suits, the Bank or the Holding Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank Company agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank Company believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank Company shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him in good faith while performing services for the Bank Company or the Company Bank to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank Company or the CompanyBank. If and to the extent that the Bank Company or the CompanyBank, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank Company or the Company Bank against lawsuitslaws suits, the Bank Company or the Company Bank shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Holding Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his her consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his her efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the reimbursement shall be made within ten (10) days of Executive or that it is not obligated for any payments under this Agreementproviding written documentation of such expense. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses bonuses, Fixed Incentive Award and any other cash compensation, fringe benefits including those accruing under any Benefit Plan, and any compensation and benefits due the Executive under this Agreement. (c) The Bank Holding Company shall indemnify, hold harmless and defend the Executive for any act all acts or omissions taken or not taken, or any omission or failure to act, taken by him in good faith while performing services for the Bank or the Holding Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Holding Company. If and to the extent that the Bank or the Company, Holding Company maintains, at any time during the Employment Periodremaining term of this Agreement and for an additional period of seven (7) years thereafter, an insurance policy covering the other officers and directors of the Bank or the Holding Company against lawsuitslaw suits, the Bank or the Holding Company shall use its best efforts to cause the 35 Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Holding Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be in involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all Such reimbursement shall be made within ten (10) days of Executive providing written documentation of such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreementexpense. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses bonuses, Fixed Incentive Award and any other cash compensation, fringe benefits including those accruing under any Benefit Plan, and any compensation and benefits due the Executive under this Agreement. (c) The Bank Holding Company shall indemnify, hold harmless and defend the Executive for any act all acts or omissions taken or not taken, or any omission or failure to act, taken by him in good faith while performing services for the Bank or the Holding Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Holding Company. If and to the extent that the Bank or the Company, Holding Company maintains, at any time during the Employment Periodremaining term of this Agreement and for an additional period of seven (7) years thereafter, an insurance policy covering the other officers and directors of the Bank or the Holding Company against lawsuitslaw suits, the Bank or the Holding Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or 12 14 settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him in good faith while performing services for the Bank Company or the Company Bank to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank Company or the CompanyBank. If and to the extent that the Bank Company or the CompanyBank, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank Company or the Company Bank against lawsuitslaws suits, the Bank Company or the Company Bank shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank Holding Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank Holding Company shall indemnify, hold harmless and defend the Executive for any act all acts or omissions taken or not taken, or any omission or failure to act, taken by him in good faith while performing services for the Bank or the Company Holding Company, to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Holding Company. If and to the extent that the Bank or the Company, Holding Company maintains, at any time during the Employment Periodperiod of Executive's employment, an insurance policy covering the other officers and directors of the Bank or the Company Holding Company, against lawsuits, the Bank or the Company Holding Company, shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.