Common use of INDEMNIFICATION AND ATTORNEYS' FEES Clause in Contracts

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.

Appears in 4 contracts

Samples: Employee Retention Agreement (Home Bancorp of Elgin Inc), Employee Retention Agreement (Home Bancorp of Elgin Inc), Employee Retention Agreement (Home Bancorp of Elgin Inc)

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INDEMNIFICATION AND ATTORNEYS' FEES. The Association Bank 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 AssociationBank'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.

Appears in 1 contract

Samples: Employee Retention Agreement (Usb Holding Co Inc)

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INDEMNIFICATION AND ATTORNEYS' FEES. The Association Bank shall indemnify, hold harmless and defend the Employee against reasonable rea sonable 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 AssociationBank'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.

Appears in 1 contract

Samples: Employee Retention Agreement (Big Foot Financial Corp)

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