Common use of INDEMNIFICATION AND ATTORNEYS' FEES Clause in Contracts

INDEMNIFICATION AND ATTORNEYS' FEES. The Bank shall indemnify, hold harmless and defend the Officer against rea­sonable costs, including legal fees, incurred by the Officer in connection with or arising out of any action, suit or proceeding in which the Officer may be involved, as a result of the Officer’s efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer shall have substantially prevailed on the merits pursuant to a judgment, decree or order of a court of competent jurisdiction or of an arbitrator in an arbitration proceeding, or in a settlement; provided, further, that this section 15 shall not obligate the Bank to pay costs and legal fees on behalf of the Officer under this Agreement in excess of $20,000. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s obligations hereunder shall be conclusive evidence of the Officer’s entitlement to indemnification hereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which the Officer incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to the Officer’s right to reimbursement; provided, however, that the Officer shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require.

INDEMNIFICATION AND ATTORNEYS' FEES. The Bank shall indemnify, hold harmless and defend the Officer against rea­sonable pay to or on behalf of Xx. Xxxxxxxxx all reasonable costs, including legal fees, incurred by the Officer him in connection with or arising out of his consultation with legal counsel or in connection with or arising out of any action, suit or proceeding in which the Officer he may be involved, as a result of the Officer’s his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer Xx. Xxxxxxxxx shall have substantially prevailed on the merits pursuant to a judgment, decree or order of a court of competent jurisdiction or of an arbitrator in an arbitration proceeding, or in a settlement; provided, further, that this section 15 17 shall not obligate the Bank to pay costs and legal fees on behalf of the Officer Xx. Xxxxxxxxx under this Agreement in excess of $20,00050,000. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which Xx. Xxxxxxxxx incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to Xx. Xxxxxxxxx’x right to reimbursement; provided, however, that Xx. Xxxxxxxxx shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s 's obligations hereunder shall be conclusive evidence of the Officer’s Xx. Xxxxxxxxx'x entitlement to indemnification hereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which the Officer incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to the Officer’s right to reimbursement; provided, however, that the Officer shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require.

INDEMNIFICATION AND ATTORNEYS' FEES. The Bank shall indemnify, hold harmless and defend the Officer against rea­sonable pay to or on behalf of Xx. Xxxxxx all reasonable costs, including legal fees, incurred by the Officer him in connection with or arising out of his consultation with legal counsel or in connection with or arising out of any action, suit or proceeding in which the Officer he may be involved, as a result of the Officer’s his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer Xx. Xxxxxx shall have substantially prevailed on the merits pursuant to a judgment, decree or order of a court of competent jurisdiction or of an arbitrator in an arbitration proceeding, or in a settlement; provided, further, that this section 15 17 shall not obligate the Bank to pay costs and legal fees on behalf of the Officer Xx. Xxxxxx under this Agreement in excess of $20,00050,000. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which Xx. Xxxxxx incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to Xx. Xxxxxx’x right to reimbursement; provided, however, that Xx. Xxxxxx shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s 's obligations hereunder shall be conclusive evidence of the Officer’s Xx. Xxxxxx'x entitlement to indemnification hereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which the Officer incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to the Officer’s right to reimbursement; provided, however, that the Officer shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require.

INDEMNIFICATION AND ATTORNEYS' FEES. The Bank shall indemnify, hold harmless and defend the Officer against rea­sonable pay to or on behalf of Xx. Xxxxx all reasonable costs, including legal fees, incurred by the Officer him in connection with or arising out of his consultation with legal counsel or in connection with or arising out of any action, suit or proceeding in which the Officer he may be involved, as a result of the Officer’s his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer Xx. Xxxxx shall have substantially prevailed on the merits pursuant to a judgment, decree or order of a court of competent jurisdiction or of an arbitrator in an arbitration proceeding, or in a settlement; provided, further, that this section 15 17 shall not obligate the Bank to pay costs and legal fees on behalf of the Officer Xx. Xxxxx under this Agreement in excess of $20,00050,000. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which Xx. Xxxxx incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to Xx. Xxxxx’x right to reimbursement; provided, however, that Xx. Xxxxx shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s 's obligations hereunder shall be conclusive evidence of the Officer’s Xx. Xxxxx'x entitlement to indemnification hereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which the Officer incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to the Officer’s right to reimbursement; provided, however, that the Officer shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require.

INDEMNIFICATION AND ATTORNEYS' FEES. The Bank shall indemnify, hold harmless and defend the Officer against rea­sonable pay to or on behalf of Mx. Xxxxx all reasonable costs, including legal fees, incurred by the Officer him in connection with or arising out of his consultation with legal counsel or in connection with or arising out of any action, suit or proceeding in which the Officer he may be involved, as a result of the Officer’s his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer Mx. Xxxxx shall have substantially prevailed on the merits pursuant to a judgment, decree or order of a court of competent jurisdiction or of an arbitrator in an arbitration proceeding, or in a settlement; provided, further, that this section 15 17 shall not obligate the Bank to pay costs and legal fees on behalf of the Officer Mx. Xxxxx under this Agreement in excess of $20,00050,000. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which Mx. Xxxxx incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to Mx. Xxxxx’x right to reimbursement; provided, however, that Mx. Xxxxx shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s 's obligations hereunder shall be conclusive evidence of the Officer’s Mx. Xxxxx'x entitlement to indemnification hereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which the Officer incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to the Officer’s right to reimbursement; provided, however, that the Officer shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require.

INDEMNIFICATION AND ATTORNEYS' FEES. The Bank shall indemnify, hold harmless and defend the Officer against rea­sonable pay to or on behalf of Mx. Xxxxxx all reasonable costs, including legal fees, incurred by the Officer him in connection with or arising out of his consultation with legal counsel or in connection with or arising out of any action, suit or proceeding in which the Officer he may be involved, as a result of the Officer’s his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer Mx. Xxxxxx shall have substantially prevailed on the merits pursuant to a judgment, decree or order of a court of competent jurisdiction or of an arbitrator in an arbitration proceeding, or in a settlement; provided, further, that this section 15 17 shall not obligate the Bank to pay costs and legal fees on behalf of the Officer Mx. Xxxxxx under this Agreement in excess of $20,00050,000. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which Mx. Xxxxxx incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to Mx. Xxxxxx’x right to reimbursement; provided, however, that Mx. Xxxxxx shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s 's obligations hereunder shall be conclusive evidence of the Officer’s Mx. Xxxxxx'x entitlement to indemnification hereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which the Officer incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to the Officer’s right to reimbursement; provided, however, that the Officer shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require.

INDEMNIFICATION AND ATTORNEYS' FEES. The Bank shall indemnify, hold harmless and defend the Officer against rea­sonable costs, including legal fees, incurred by the Officer in connection with or arising out of any action, suit or proceeding in which the Officer may be involved, as a result of the Officer’s 's efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer shall have substantially prevailed on the merits pursuant to a judgment, decree or order of a court of competent jurisdiction or of an arbitrator in an arbitration proceeding, or in a settlement; provided, further, that this section 15 14 shall not obligate the Bank to pay costs and legal fees on behalf of the Officer under this Agreement in excess of $20,000. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s 's obligations hereunder shall be conclusive evidence of the Officer’s 's entitlement to indemnification hereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which the Officer incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to the Officer’s right to reimbursement; provided, however, that the Officer shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require.

INDEMNIFICATION AND ATTORNEYS' FEES. The Bank shall indemnify, hold harmless and defend the Officer against rea­sonable pay to or on behalf of Mx. Xxxxxxxxx all reasonable costs, including legal fees, incurred by the Officer him in connection with or arising out of his consultation with legal counsel or in connection with or arising out of any action, suit or proceeding in which the Officer he may be involved, as a result of the Officer’s his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer Mx. Xxxxxxxxx shall have substantially prevailed on the merits pursuant to a judgment, decree or order of a court of competent jurisdiction or of an arbitrator in an arbitration proceeding, or in a settlement; provided, further, that this section 15 17 shall not obligate the Bank to pay costs and legal fees on behalf of the Officer Mx. Xxxxxxxxx under this Agreement in excess of $20,00050,000. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which Mx. Xxxxxxxxx incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to Mx. Xxxxxxxxx’x right to reimbursement; provided, however, that Mx. Xxxxxxxxx shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s 's obligations hereunder shall be conclusive evidence of the Officer’s Mx. Xxxxxxxxx'x entitlement to indemnification hereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise. Any payment or reimbursement to effect such indemnification shall be made no later than the last day of the calendar year following the calendar year in which the Officer incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to the Officer’s right to reimbursement; provided, however, that the Officer shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require.