INDEMNIFICATION AND ATTORNEYS' FEES. (a) The Bank shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement.
(b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement.
(c) The Bank shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him in good faith while performing services for the Bank or the Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Company. If and to the extent that the Bank or the Company, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank or the Company against lawsuits, the Bank or the Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.
INDEMNIFICATION AND ATTORNEYS' FEES. The Corporation agrees to indemnify the Employee from any and all lawsuits filed directly against the Employee by a third party in his capacity as Employee and/or Director of the Corporation. The Corporation will pay all attorneys’ fees and costs to defend the Employee from any such lawsuits.
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. Resident agrees to indemnify and hold the University harmless from any actions, claims, losses, damages, and expenses the University may sustain as a result of negligence of Resident and/or Resident’s guest or invitee. The Resident agrees to pay all costs, including court costs and fees, and reasonable attorney’s fees incurred by the University in the collection of any money due under this Contract, and/or the enforcement of any of the terms and conditions of this Contract, and/or any unlawful detainer action in which the University is the prevailing party.
INDEMNIFICATION AND ATTORNEYS' FEES. Student agrees to indemnify and hold the University harmless from any actions, claims, losses, damages, and expenses the University may sustain as a result of negligence of Student and/or Student’s guest or invitee.
INDEMNIFICATION AND ATTORNEYS' FEES. The Company shall pay to or on behalf of Mx. Xxxxx all reasonable costs, including legal fees, incurred by 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 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 this section 17 shall not obligate the Company to pay costs and legal fees on behalf of Mx. Xxxxx under this Agreement in excess of $50,000. 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 Company documentation supporting such expenses at such time and in such manner as the Company may reasonably require.
INDEMNIFICATION AND ATTORNEYS' FEES. The Company shall provide Mr. Vilensky with payment of legal fees and indemnification to the maxxxxx xxxxxx permitted from time to time by the Corporation Act or other applicable laws or regulations. Mr. Vilensky shall continue to be covered by the Articles of Incorporxxxxx xxx/xx the Bylaws of the Company with respect to matters occurring on or prior to the date of termination of Mr. Vilensky's employment with the Company, subject to all the provisxxxx xx Xxxxxxa and Federal law and the Articles of Incorporation and Bylaws of the Company then in effect. The Company shall indemnify and hold harmless Mr. Vilensky against reasonable costs, including, without limitation, xxxxx xxxx and expenses, incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved to defend or enforce the terms of this Agreement, without regard to whether Mr. Vilensky is the prevailing party in such action, suit or proceedixx. Xxxx xxxsonable expenses, including attorneys' fees that may be covered by the Articles of Incorporation and/or Bylaws of the Company shall be paid by the Company on a current basis in accordance with such provision, the Company's Articles of Incorporation and applicable law. To the extent that any such payments by the Company pursuant to the Company's Articles of Incorporation and/or Bylaws may be subject to repayment by Mr. Vilensky pursuant to the provisions of the Company's Articles of Xxxxxxxxxxxxn or Bylaws, or pursuant to applicable law, such repayment shall be due and payable by Mr. Vilensky to the Company within twelve (12) months after the termixxxxxx xx xxl proceedings, if any, which relate to such repayment and to the Company's affairs for the period prior to the date of termination of Mr. Vilensky's employment with the Company and as to which Mr. Vilensxx xxx xxxx xxvered by such applicable provisions.
INDEMNIFICATION AND ATTORNEYS' FEES. The Association shall indemnify, hold harmless and defend the Employee against reasonable costs, including legal fees, incurred by the Employee in connection with or arising out of any action, suit or proceeding in which the Employee may be involved, as a result of the Employee's efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Employee 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 the Employee'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.
INDEMNIFICATION AND ATTORNEYS' FEES. Student agrees to indemnify and hold the University harmless from any actions, claims, losses, damages, and expenses the University may sustain as a result of negligence of the Student, household occupants, or guests (See xxxxxxx.xxxx.xxx/xxxxxxxxx for more information). The Student agrees to pay all costs, including collection costs, court costs and fees, and attorney’s fees incurred by the University in the collection of any money due under this Contract, and/or the enforcement of any of the terms and conditions of this Contract, and/or any unlawful detainer action in which the University is the prevailing party.
INDEMNIFICATION AND ATTORNEYS' FEES. During the Employment Period and thereafter, the Company shall indemnify, hold harmless and defend the Executive to the fullest extent permitted by Delaware law and the Company’s articles of incorporation and by-laws in effect from time to time from all damages, claims, losses, and costs and expenses (including reasonable attorney’s fees) arising out of, in connection with, or relating to all acts or omissions taken or not taken by the Executive in good faith while performing services for the Company, and shall further promptly reimburse the Executive for all expenses (including attorney’s fees) incurred in (i) enforcing this Agreement and (ii) to a maximum of $60,000, in negotiating and drafting this Agreement. The Company shall use its best efforts to continue to maintain an insurance policy covering the officers and directors of the Company against claims and/or lawsuits, at least as favorable as such policy that is currently in effect, and shall cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors during the Employment Period and for a period of at least six (6) years thereafter.
