Continued Indemnification Sample Clauses

Continued Indemnification. The indemnification provisions for Officers and Directors under the Company’s bylaws, the Directors and Officers Liability Insurance Policy (if any) and any Indemnification Agreement between you and the Company shall (to the maximum extent permitted by law) be extended to you during the period following your resignation or termination of employment for any reason (other than a Termination for Cause), whether or not in connection with a Change in Control, with respect to all matters, events or transactions occurring or effected during your period of employment with the Company.

Continued Indemnification. During the term of and after the expiration of this Agreement, Company shall continue to indemnify Executive, who is or may be in the future a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that Executive is or was a director, officer or employee of the company, or is or was serving at the request of the company as a director, trustee, officer, member, or employee of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by the Company's charter and by-laws as they are in effect.

Continued Indemnification. The Executive shall continue to be indemnified to the fullest extent permitted under applicable law and pursuant to the corporate governance documents of the Company and of any other member of the Company Group in accordance with their terms as in effect from time to time for actions and omissions by the Executive occurring during his tenure as an officer and/or director of any member of the Company Group. The Company agrees that for purposes of this Section 2(h) it (or any member of the Company Group, as the case may be) shall interpret and/or apply any provision of applicable law or any corporate governance document relating to indemnification (including advancement of expenses) with respect to the Executive in a manner consistent with how such provisions are interpreted and applied by the Company (or the relevant member of the Company Group) to then active senior executives of the Company or of the relevant member of the Company Group. The Executive shall continue to be covered under the Company’s directors’ and officers’ liability insurance policies in effect from time to time to the same extent he would have been covered if he were employed when a claim is made. The Executive agrees to promptly notify the Company of any claims made against the Executive in his capacity as a former officer, employee and director of the Company or any other member of the Company Group.

Continued Indemnification. On and after the Termination Date, the Company shall continue to indemnify Stuelpe to the full extent permitted by law against liability claims arising out of his activities as an employee or director of the Company at any time and to provide him with continued coverage in respect of such claims under any Directors and Officers insurance policy the Company maintains to the maximum extent any Company officer or director is covered.

Continued Indemnification. The indemnification obligations under this Article will continue as to each Indemnitee who has ceased to serve in the capacity that entitled such Indemnitee to indemnification under this Article.

Continued Indemnification. The benefits of the indemnification and advancement-of-expenses provisions for officers and directors under the Company’s certificate of incorporation, bylaws, directors and officers liability insurance policy (if any) and any indemnification agreement between you and the Company shall (to the maximum extent permitted by law) be extended to you during the period following your resignation or termination of employment for any reason, whether or not in connection with the Merger, with respect to all acts or omissions occurring during your period of employment with the Company. Notwithstanding any provisions of this Agreement to the contrary, this Section 1 shall survive, with respect to all acts or omissions occurring during your period of employment with the Company, the Termination Date and any such resignation or termination of employment for a period of six (6) years from the date of the Merger; provided, however, that if any claim is asserted or made within such six (6) year period, all rights under this Section 1 shall continue until disposition of such claim.

Continued Indemnification. The Executive shall continue to be indemnified to the fullest extent permitted under applicable laws, rules and regulations and the corporate governance documents of the Company and any other member of the Company Group in accordance with their terms. The Company agrees that for purposes of this Section 2(g) it (or any member of the Company Group, as the case may be) shall interpret and/or apply any provision of applicable law or any corporate governance document relating to indemnification (including advancement of expenses) with respect to the Executive in a manner consistent with how such provisions are interpreted and applied by the Company (or the relevant member of the Company Group) to then active senior officers of the Company or of the relevant member of the Company Group. The Executive shall continue to be covered under the Company's directors' and officers' liability insurance policies in effect from time to time to the same extent he would have been covered if he were employed when a claim is made. The Executive agrees to promptly notify the Company of any claims made against the Executive in his capacity as a former officer/employee of the Company or any other member of the Company Group.

Continued Indemnification. (a) In accordance with its existing Employment Agreement with the Vice Chairman, and to the same extent and scope as provided therein, for a period of six years following the Effective Date, the Company agrees to cause the Vice Chairman to be covered by and named as an insured under any policy or contract of insurance obtained by it to insure its directors and officers against personal liability for acts or omissions in connection with service as an officer or director of the Company (including his prior service as Chairman of the Board and Chief Executive Officer of TierOne) or service in such other capacities at the request of TierOne. The coverage provided to the Vice Chairman pursuant to this Section 5(a) shall be of the same scope and on the same terms and conditions as the coverage (if any) provided to other officers or directors of the Company or any successor. To the maximum extent permitted under applicable law, for a period of six years following the Effective Date, the Company shall indemnify the Vice Chairman against and hold him harmless from any costs, liabilities, losses and exposures that may be incurred by the Vice Chairman in his capacity as a director or officer of the Company or any subsidiary or affiliate (including his prior service as Chairman of the Board and Chief Executive Officer of TierOne). (b) In accordance with the provisions of 12 C.F.R. §545.121, the Bank shall save harmless and indemnify the Vice Chairman against any financial losses, claims, damages or liabilities arising out of any alleged negligence or other act of the Vice Chairman occurring while serving as Vice Chairman as well as continue to indemnify him for any acts or omissions in connection with his prior service as Chairman of the Board and Chief Executive Officer of the Bank, provided that at the time of such loss, claim, damage or liability was sustained, the Vice Chairman was acting in the discharge of his duties hereunder or his prior duties as Chairman of the Board and Chief Executive Officer of the Bank and such loss, claim, damage or liability did not result from any willful and wrongful act or gross negligence of the Vice Chairman in his current or prior capacities.

Continued Indemnification. The Company shall continue to make the Indemnification/Insurance Payments (as defined in the Employment Agreement), as contemplated by Paragraph 5(c)(F) of the Employment Agreement.