Common use of Indemnification for Attorneys’ Fees Clause in Contracts

Indemnification for Attorneys’ Fees. The Bank shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees and expenses, incurred by him in connection with or arising out of any action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Executive 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. 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 Executive’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.

Appears in 3 contracts

Samples: Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc)

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Indemnification for Attorneys’ Fees. The Company and the Bank shall indemnify, hold harmless and defend the Executive Xx. Xxxxx against reasonable costs, including legal fees and expensesfees, incurred by him in connection with or arising out of any action, action suit or proceeding (including any tax controversy) in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Executive 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. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Company's and Bank’s 's obligations hereunder shall be conclusive evidence of the Executive’s Xx. Xxxxx' 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.

Appears in 2 contracts

Samples: Employment Agreement (Usb Holding Co Inc), Employment Agreement (Usb Holding Co Inc)

Indemnification for Attorneys’ Fees. The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable rea sonable costs, including legal fees and expensesfees, incurred by him in connection with or arising out of any action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of his efforts, in good faithfaith following exhaustion of other all remedies, to defend or enforce the terms of this Agreement; provided, however, that the Executive 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. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s Company's obligations hereunder shall be conclusive evidence of the Executive’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.

Appears in 2 contracts

Samples: Employment Agreement (Westborough Financial Services Inc), Employment Agreement (Westborough Financial Services Inc)

Indemnification for Attorneys’ Fees. The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable rea sonable costs, including legal fees and expensesfees, incurred by him in connection with or arising out of any action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement; providedPROVIDED, howeverHOWEVER, that the Executive 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. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s Company's obligations hereunder shall be conclusive evidence of the Executive’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.

Appears in 1 contract

Samples: Company Employment Agreement (Bankunited Financial Corp)

Indemnification for Attorneys’ Fees. The Bank shall indemnify, hold harmless and defend the Executive against reasonable rea sonable costs, including legal fees and expensesfees, incurred by him in connection with or arising out of any action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Executive 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. 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 Executive’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. This provision shall be inoperative if and to the extent that, but only if and to the extent that, it shall be determined that compliance herewith would violate any applicable law or regulation.

Appears in 1 contract

Samples: Employment Agreement (Big Foot Financial Corp)

Indemnification for Attorneys’ Fees. The To the maximum extent permitted by applicable law, the Bank shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal attorneys’ fees and expenses, expenses incurred by him in connection with or arising out of any mediation, action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Executive 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 of a mediator in a mediation proceeding, or in a settlement. 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 Executive’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.

Appears in 1 contract

Samples: Employment Agreement (Beverly Financial, Inc.)

Indemnification for Attorneys’ Fees. The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal attorneys' fees and expenses, expenses incurred by him her in connection with or arising out of any mediation, action, suit or proceeding (including any tax controversy) 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; provided, however, that the Executive 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 of a mediator in a mediation proceeding, or in a settlement. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s Company's obligations hereunder shall be conclusive evidence of the Executive’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.

Appears in 1 contract

Samples: Employment Agreement (Slades Ferry Bancorp)

Indemnification for Attorneys’ Fees. The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal attorneys' fees and expenses, expenses incurred by him in connection with or arising out of any mediation, action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement; providedPROVIDED, howeverHOWEVER, that the Executive 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 of a mediator in a mediation proceeding, or in a settlement. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s Company's obligations hereunder shall be conclusive evidence of the Executive’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.

Appears in 1 contract

Samples: Employment Agreement (Westbank Corp)

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Indemnification for Attorneys’ Fees. The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal attorneys' fees and expenses, expenses incurred by him in connection with or arising out of any mediation, action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Executive 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 of a mediator in a mediation proceeding, or in a settlement. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s Company's obligations hereunder shall be conclusive evidence of the Executive’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.

Appears in 1 contract

Samples: Employment Agreement (Slades Ferry Bancorp)

Indemnification for Attorneys’ Fees. The Bank shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees and expensesfees, incurred by him in connection with or arising out of any action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement; providedPROVIDED, howeverHOWEVER, that the Executive 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. 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 Executive’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.

Appears in 1 contract

Samples: Bank Employment Agreement (Bankunited Financial Corp)

Indemnification for Attorneys’ Fees. The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal attorneys' fees and expenses, expenses incurred by him her in connection with or arising out of any mediation, action, suit or proceeding (including any tax controversy) 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; provided, however, that the Executive 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 of a mediator in a mediation proceeding, or in a settlement. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s Company's obligations hereunder shall be conclusive evidence of the Executive’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.

Appears in 1 contract

Samples: Employment Agreement (Slades Ferry Bancorp)

Indemnification for Attorneys’ Fees. The Bank Company shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees and expensesfees, incurred by him in connection with or arising out of any action, action suit or proceeding (including any tax controversy) in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Executive 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. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Bank’s Company's obligations hereunder shall be conclusive evidence of the Executive’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.

Appears in 1 contract

Samples: Executive Employment Agreement (Hemagen Diagnostics Inc)

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