PAYMENT OF COSTS AND LEGAL FEES. The Association shall indemnify, hold harmless and defend Executive against reasonable costs, including legal fees, in curred by Executive in connection with or arising out of any action, suit or proceeding in which Executive may be involved, as a re sult xx Executive's efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that 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 Association's obligations hereunder shall be conclusive evidence of 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. 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 4 contracts
Samples: Change of Control Agreement (First Palm Beach Bancorp Inc), Change of Control Agreement (First Palm Beach Bancorp Inc), Change of Control Agreement (First Palm Beach Bancorp Inc)
PAYMENT OF COSTS AND LEGAL FEES. The Association shall indemnify, hold harmless and defend Executive against reasonable costs, including legal fees, in curred incurred by Executive in connection with or arising aris ing out of any action, suit or proceeding in which Executive may be involved, as a re sult xx Executive's efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that 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 Association's obligations hereunder shall be conclusive evidence of 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. 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 2 contracts
Samples: Change of Control Agreement (First Palm Beach Bancorp Inc), Change of Control Agreement (First Palm Beach Bancorp Inc)
PAYMENT OF COSTS AND LEGAL FEES. The Association shall indemnify, hold harmless and defend Executive against reasonable costs, including legal fees, in curred incurred by Executive in connection with or arising out of any action, suit or proceeding in which Executive may be involved, as a re sult xx result of Executive's efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that 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 Association's obligations hereunder shall be conclusive evidence of 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. 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: Change of Control Agreement (First Palm Beach Bancorp Inc)