Common use of LITIGATION - OBLIGATIONS - SUCCESSORS Clause in Contracts

LITIGATION - OBLIGATIONS - SUCCESSORS. (a) If litigation shall be brought or arbitration commenced to challenge, enforce or interpret any provision of this Agreement, and such litigation or arbitration does not end with judgment in favor of Holding Company, Holding Company hereby agrees to indemnify the Executive for his reasonable attorney’s fees and disbursements incurred in such litigation or arbitration. (b) Holding Company’s obligation to pay the Executive the compensation and benefits and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which Holding Company may have against him or anyone else. All amounts payable by Holding Company hereunder shall be paid without notice or demand. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. (c) Holding Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Holding Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in its entirety. Failure of Holding Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to the compensation described in Section 2. As used in this Agreement, “Holding Company” shall mean Sunshine Financial, Inc and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 4 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

LITIGATION - OBLIGATIONS - SUCCESSORS. (a) If litigation shall be brought or arbitration commenced to challenge, enforce or interpret any provision of this Agreement, and such litigation or arbitration does not end with judgment in favor of Holding Company, Holding Company hereby agrees to indemnify the Executive for his reasonable attorney’s fees and disbursements incurred in such litigation or arbitration. (b) Holding Company’s obligation to pay the Executive the compensation and benefits and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which Holding Company may have against him or anyone else. All amounts payable by Holding Company hereunder shall be paid without notice or demand. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. Notwithstanding the foregoing, any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. (c) Holding Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Holding Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in its entirety. Failure of Holding Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to the compensation described in Section 2. As used in this Agreement, “Holding Company” shall mean Sunshine Financial, Inc and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 4 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

LITIGATION - OBLIGATIONS - SUCCESSORS. (a) If litigation shall be brought or arbitration commenced to challenge, enforce or interpret any provision of this Agreement, and such litigation or arbitration does not end with judgment in favor of Holding Companythe Corporation, Holding Company the Corporation hereby agrees to indemnify the Executive for his reasonable attorney’s fees and disbursements incurred in such litigation or arbitration. (blitigation, and hereby agrees to pay post-judgment interest on any money judgment obtained by the Executive calculated at the rate charged from time to time by the Corporation, to its most substantial customers for unsecured extensions of credit from the date that payment(s) Holding Companyto him should have been made under the judgment to date of payment. The Corporation’s obligation to pay the Executive the compensation and benefits and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which Holding Company the Corporation may have against him or anyone else. All amounts payable by Holding Company the Corporation hereunder shall be paid without notice or demand. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. (c) Holding Company . The Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Holding Companythe Corporation, or either one of them, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in its entirety. Failure of Holding Company the Corporation to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle by the Executive to the compensation described in Section 2Corporation. As used in this Agreement, “Holding CompanyCorporation” shall mean Sunshine FinancialXxxxxx Xxxxx Bankshares, Inc Inc. and any successor to its respective business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 4 11 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

LITIGATION - OBLIGATIONS - SUCCESSORS. (a) If litigation shall be brought or arbitration commenced to challenge, enforce or interpret any provision of this Agreement, and such litigation or arbitration does not end with judgment in favor of Holding Companythe Corporation, Holding Company the Corporation hereby agrees to indemnify the Executive for his reasonable attorney’s fees and disbursements incurred in such litigation or arbitration. (b) Holding CompanyThe Corporation’s obligation to pay the Executive the compensation and benefits and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, off counterclaim, recoupment, defense or other right which Holding Company the Corporation may have against him hint or anyone else. All amounts payable by Holding Company the Corporation hereunder shall be paid without notice or demand. Except as expressly provided in Sections 8(d) and 9(b), each and every payment made hereunder by the Corporation shall be final and the Corporation will not seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reason whatsoever. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwiseoth erwise; provided, if Executive secures other full time employment after a termination without Cause or a resignation for Good Reason (other than self employment or employment by an entity he owns or controls), the obligations of the Corporation under Section 8(a) shall be reduced dollar for dollar by the cash compensation received by the Executive from such other employment. This Section 11(b) shall not be interpreted to require or permit any reduction of benefits to which the Executive may be entitled under Section 10. (c) Holding Company The Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Holding Companythe Corporation, or either one of them, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in its entirety. Failure of Holding Company the Corporation to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to the compensation described in Section 28(a) or Section 10, as appropriate. As used in this Agreement, “Holding Company” shall mean Sunshine Financial, Inc and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 4 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

LITIGATION - OBLIGATIONS - SUCCESSORS. (a) If litigation or an arbitration proceeding shall be brought or arbitration commenced to challenge, enforce or interpret any provision of contained in this Agreement, and such litigation or arbitration does not end with judgment in favor of Holding Company, Holding Company Bank hereby agrees to indemnify the Executive for his Executive's reasonable attorney’s 's fees and disbursements incurred in such litigation or arbitration. Further, Bank agrees to make reasonable advances to Executive from time to time for such fees and disbursements as they are incurred. (bi) Holding Company’s Bank's obligation to pay the Executive the compensation and benefits and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-offsetoff, counterclaim, recoupment, defense or other right which Holding Company Bank may have against him Executive or anyone else. All amounts payable by Holding Company hereunder Bank under this Agreement shall be paid without notice or demand. The Except as expressly provided in Paragraph 2(vi), each and every payment made hereunder by Bank shall be final and Bank will not seek to recover all or any part of such payment from Executive or from whosoever may be entitled thereto for any reason whatsoever. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. (cii) Holding Company Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Holding CompanyBank, or either one of them, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in its entirety. Failure of Holding Company Bank to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from Bank in the compensation described in Section 2same amount and on the same terms as Executive would be entitled under this Agreement if Executive had terminated Executive's employment for Good Reason, pursuant to Paragraph 2(ii) above, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the "Date of Termination". As used in this Agreement, “Holding Company” "Bank" shall mean Sunshine Financial, Inc Bank as hereinbefore defined and any successor to its respective business and/or assets assets, as aforesaid aforesaid, which executes and delivers the agreement Agreement provided for in this Section Paragraph 4 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.