Indemnification and Directors and Officers Liability Insurance. The Executive shall be indemnified, and shall have his legal expenses in connection with regulatory or other legal proceedings advanced to him, by the Company in connection with his performance of services hereunder, if and as applicable, on terms and conditions no less favorable to the Executive than those that apply to any other senior executives of the Company. The Company shall cause the Executive to be covered by directors and officers liability insurance with such coverage to be no less favorable to him than the coverage then being provided to any other senior executive of the Company.
Indemnification and Directors and Officers Liability Insurance. (i) The Company will obtain directors’ and officer’ liability insurance and Executive will be entitled to the benefits of such policy in accordance with the terms of the policy. The Company shall also provide Executive with indemnification as provided in the Company’s by-laws subject to the provisions of Section 10(e)(ii) of this Agreement.
Indemnification and Directors and Officers Liability Insurance. (a) As a material condition of this Agreement, Executive is required to execute the Indemnification Agreement attached hereto as Schedule 2.
Indemnification and Directors and Officers Liability Insurance. Flagstar shall, to the fullest extent permitted by applicable law, indemnify Executive with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of Flagstar or other entity) by reason of the fact that Executive is or was a director or officer of Flagstar or of any subsidiary of Flagstar or is or was serving at the request of Flagstar as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses, (including, but not limited to, attorneys’ fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding, which amounts Flagstar will advance to Executive as the same are incurred; however, Executive shall repay any expenses paid or reimbursed by Flagstar if it is ultimately determined by order of a court of competent jurisdiction (without further right of appeal) that Executive is not legally entitled to be indemnified by Flagstar. If applicable law requires that the Board or the board of directors of the Bank, as applicable, make an investigation and/or determination of the matter for which indemnification is being sought prior to paying or reimbursing Executive, Flagstar shall use its commercially reasonable best efforts to cause the investigation to be made (at Flagstar's expense) and to have the Board reach a determination as soon as reasonably possible. During the Employment Term, Flagstar shall maintain directors and officers liability insurance with coverage limits of at least the amount in effect on the date hereof. Flagstar’s obligations to indemnify Executive and to advance or reimburse expenses provided by this Section shall continue after the termination of this Agreement or Executive’s employment for any reason. The rights to indemnification and advancement or reimbursement of expenses provided by this Section shall not be deemed exclusive of any other rights to which Executive may be entitled under any charter, bylaw, other organization document, agreement, vote of shareholders or directors or otherwise.
Indemnification and Directors and Officers Liability Insurance. (a) To the extent permitted by applicable law and the Corporate Documents, the Company hereby agrees to indemnify Executive from and against all loss, costs, damages and expenses including, without limitation, legal expenses of counsel (which expenses the Company will, to the extent so permitted, advance to Executive as the same are incurred) arising out of or in connection with the fact that Executive is or was an officer, employee or agent of the Company and/or its Affiliates. However, the Executive shall repay any expenses paid or reimbursed by the Company if it is ultimately determined that he is not legally entitled to be indemnified by the Company. If the Company’s ability to make any payment contemplated by this Section 3.03 depends on an investigation or determination by the Board, at the Executive’s request the Company will use its best efforts to cause the investigation to be made (at the Company’s expense) and to have the Board reach a determination as soon as reasonably possible.
Indemnification and Directors and Officers Liability Insurance. The Company shall indemnify Executive with respect to matters relating to Executive's services as an officer and/or director of the Company and other members of the Company Group to the maximum extent permitted by law. The Company shall also make certain that Executive is covered under any policy of officers' and directors' liability insurance that the Company maintains for so long as Executive is engaged as an officer and/or director of the Company and thereafter (for services rendered prior to termination of Executive's engagement) to the extent possible under the policy. The provisions of this Section 7 shall survive the termination of Executive's relationship with the Company, regardless of the reason of termination.
Indemnification and Directors and Officers Liability Insurance. The Company shall indemnify the Executive to the fullest extent permitted by applicable law. A directors’ and officers’ liability insurance policy (or policies) shall be kept in place, during Executive’s employment and thereafter for the duration of any period in which a civil, equitable, criminal or administrative proceeding may be brought against the Executive, providing coverage to the Executive that is no less favorable to the Executive in any respect (including with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided with respect to periods after the Effective Date to any other present or former senior executive or director of the Company.
Indemnification and Directors and Officers Liability Insurance. (a) The Company will use its commercially reasonable best efforts to obtain, within 120 days of the date of this Agreement, and to maintain during the term of this Agreement, commercially reasonable directors and officers liability insurance in a face amount of no less than $3,000,000 or such other amount as may be determined by the Board of Directors of the Company, upon which the Employee shall be a named insured.
Indemnification and Directors and Officers Liability Insurance. CNB agrees that from and after the Effective Time it shall indemnify and hold harmless each present and former director and officer of Adirondack and the Bank (the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable law. CNB shall cause to be maintained in effect for three years from the Effective Time for the benefit of Adirondack's current directors' and officers' either CNB's current directors' and officers' liability insurance policy or a "tail" policy on Adirondack's current directors' and officers' liability insurance policy, in both instances if such insurance is obtainable (provided that CNB may substitute therefor, in either case, policies of equivalent coverage so long as no lapse in coverage occurs as a result of substitution with respect to matters occurring prior to the Effective Time); and provided further that CNB shall not be obligated to expend for such insurance an amount greater than 150 percent of the cost of the most recent policy of one year, and in the event it shall cost more than such amount for such policy, CNB shall be obligated to purchase only such insurance as may be purchased with such cost.
Indemnification and Directors and Officers Liability Insurance. Executive is entitled to indemnification to the extent provided under Bank’s and Parent’s Articles of Incorporation, as may be amended by Bank or Parent, from time to time, in their sole discretion (“Articles”). Notwithstanding anything to the contrary in the Articles, including any amendments thereto, or any other agreement or other documents, any indemnification by Bank or Parent of Executive shall apply only to claims, demands, legal actions, suits or proceedings (“Legal Action” or “Legal Actions”) made or asserted by third parties. Executive hereby agrees and acknowledges that Executive is not entitled to, and neither Bank nor Parent is required to provide, indemnification for any Legal Actions brought against Executive by Bank or Parent or any entity controlling, controlled by or under common control with Bank or Parent. Bank and Parent, and each of their respective successors and assigns, agree to maintain and continue to provide director and officer liability insurance coverage for Executive to the same extent and on the same terms which Bank provides such coverage to similarly situated executives or former executives. Exhibit 10.2 [Signature Page Follows] Exhibit 10.2
