Common use of Indemnification for Attorneys’ Fees Clause in Contracts

Indemnification for Attorneys’ Fees. (a) The Association shall indemnify, hold harmless and defend the Officer against reasonable costs, including legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he 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. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Association's obligations under this Agreement shall be conclusive evidence of the Officer's entitlement to indemnification under this Agreement, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 12 contracts

Samples: Change of Control Severance Agreement (Astoria Financial Corp), Change of Control Severance Agreement (Astoria Financial Corp), Change of Control Severance Agreement (Astoria Financial Corp)

AutoNDA by SimpleDocs

Indemnification for Attorneys’ Fees. (a) The Association Bank shall indemnify, hold harmless and defend the Officer against reasonable costs, including legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he 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. .. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the AssociationBank's obligations under this Agreement shall be conclusive evidence of the Officer's entitlement to indemnification under this Agreement, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 7 contracts

Samples: Change of Control Severance Agreement (Astoria Financial Corp), Change of Control Severance Agreement (Astoria Financial Corp), Change of Control Severance Agreement (Astoria Financial Corp)

Indemnification for Attorneys’ Fees. (a) The Association shall indemnify, hold harmless and defend the Officer Executive against reasonable costs, including legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved, as a result of the Officer's his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer 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 under this Agreement hereunder shall be conclusive evidence of the OfficerExecutive's entitlement to indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 7 contracts

Samples: Employment Agreement (Wake Forest Bancshares Inc), Employment Agreement (Wake Forest Bancshares Inc), Employment Agreement (Astoria Financial Corp)

Indemnification for Attorneys’ Fees. (a) The Association shall indemnify, hold harmless and defend the Officer against reasonable costs, including legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved, as a result of the Officer's ’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. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the Association's ’s obligations under this Agreement shall be conclusive evidence of the Officer's ’s entitlement to indemnification under this Agreement, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 6 contracts

Samples: Change of Control Severance Agreement (Astoria Financial Corp), Change of Control Severance Agreement (Astoria Financial Corp), Change of Control Severance Agreement (Astoria Financial Corp)

Indemnification for Attorneys’ Fees. (a) The Association Bank shall indemnify, hold harmless and defend the Officer against reasonable costs, including legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he 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. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the AssociationBank's obligations under this Agreement shall be conclusive evidence of the Officer's entitlement to indemnification under this Agreement, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 6 contracts

Samples: Change of Control Severance Agreement (Astoria Financial Corp), Change of Control Severance Agreement (Astoria Financial Corp), Change of Control Severance Agreement (Astoria Financial Corp)

Indemnification for Attorneys’ Fees. (a) The Association Holding Company shall indemnify, hold harmless and defend the Officer Executive against reasonable costs, including legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved, as a result of the Officer's his efforts, in good faith, to defend or enforce the terms of this Agreement; providedPROVIDED, howeverHOWEVER, that the Officer 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 AssociationHolding Company's obligations under this Agreement hereunder shall be conclusive evidence of the OfficerExecutive's entitlement to indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 3 contracts

Samples: Employment Agreement (Home Bancorp of Elgin Inc), Employment Agreement (Home Bancorp of Elgin Inc), Employment Agreement (Home Bancorp of Elgin Inc)

Indemnification for Attorneys’ Fees. (a) The Association shall indemnify, hold harmless and defend the Officer Executive against reasonable costs, including legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved, as a result of the Officer's his efforts, in good faith, to defend or enforce the terms of this Agreement; providedPROVIDED, howeverHOWEVER, that the Officer 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 under this Agreement hereunder shall be conclusive evidence of the OfficerExecutive's entitlement to indemnification under this Agreementhereunder, 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 3 contracts

Samples: Home Federal Savings and Loan Association of Elgin Employment Agreement (Home Bancorp of Elgin Inc), Home Federal Savings and Loan Association of Elgin Employment Agreement (Home Bancorp of Elgin Inc), Employment Agreement (Home Bancorp of Elgin Inc)

Indemnification for Attorneys’ Fees. (a) The Association Company and the Bank shall indemnify, hold harmless and defend the Officer Xx. Xxxxx against reasonable costs, including legal fees, incurred by him in connection with or arising out of any action, action suit or proceeding in which he may be involved, as a result of the Officer's his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer Xx. Xxxxx 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 AssociationCompany's and Bank's obligations under this Agreement hereunder shall be conclusive evidence of the Officer's Xx. Xxxxx' entitlement to indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 2 contracts

Samples: Employment Agreement (Usb Holding Co Inc), Employment Agreement (Usb Holding Co Inc)

Indemnification for Attorneys’ Fees. (a) The Association Bank shall indemnify, hold harmless and defend the Officer Executive against reasonable costs, including legal feesfees and expenses, incurred by him in connection with or arising out of any action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of the Officer's his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer 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 Bank’s obligations under this Agreement hereunder shall be conclusive evidence of the Officer's Executive’s entitlement to indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 2 contracts

Samples: Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc)

Indemnification for Attorneys’ Fees. (a) The Association Company shall indemnify, hold harmless and defend the Officer Executive against reasonable rea sonable costs, including legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved, as a result of the Officer's his efforts, in good faithfaith following exhaustion of other all remedies, to defend or enforce the terms of this Agreement; provided, however, that the Officer 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 AssociationCompany's obligations under this Agreement hereunder shall be conclusive evidence of the OfficerExecutive's entitlement to indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 2 contracts

Samples: Employment Agreement (Westborough Financial Services Inc), Employment Agreement (Westborough Financial Services Inc)

AutoNDA by SimpleDocs

Indemnification for Attorneys’ Fees. (a) The Association Bank shall indemnify, hold harmless and defend the Officer Executive against reasonable costs, including legal feesfees and expenses, incurred by him in connection with or arising out of any action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of the Officer's his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer 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 Bank’s obligations under this Agreement hereunder shall be conclusive evidence of the Officer's Executive’s entitlement to indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 2 contracts

Samples: Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc)

Indemnification for Attorneys’ Fees. (a) The Association Company shall indemnify, hold harmless and defend the Officer Executive against reasonable costs, including without limitation legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved, as a result of the Officer's his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer 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 AssociationCompany's obligations under this Agreement hereunder shall be conclusive evidence of the OfficerExecutive's entitlement to indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 1 contract

Samples: Employment Agreement (Astoria Financial Corp)

Indemnification for Attorneys’ Fees. (a) The Association Company shall indemnify, hold harmless and defend the Officer Executive against reasonable costs, including legal fees, attorneys' fees and expenses incurred by him in connection with or arising out of any mediation, action, suit or proceeding in which he may be involved, as a result of the Officer's his efforts, in good faith, to defend or enforce the terms of this Agreement; providedPROVIDED, howeverHOWEVER, that the Officer 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 of a mediator in a mediation proceeding, or in a settlement. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the AssociationCompany's obligations under this Agreement hereunder shall be conclusive evidence of the OfficerExecutive's entitlement to indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 1 contract

Samples: Employment Agreement (Westbank Corp)

Indemnification for Attorneys’ Fees. (a) The Association Company shall indemnify, hold harmless and defend the Officer Executive against reasonable rea sonable costs, including legal fees, incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved, as a result of the Officer's his efforts, in good faith, to defend or enforce the terms of this Agreement; providedPROVIDED, howeverHOWEVER, that the Officer 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 AssociationCompany's obligations under this Agreement hereunder shall be conclusive evidence of the OfficerExecutive's entitlement to indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 1 contract

Samples: Company Employment Agreement (Bankunited Financial Corp)

Indemnification for Attorneys’ Fees. (a) The Association Bank shall indemnify, hold harmless and defend the Officer Executive against reasonable costs, including legal feesfees and expenses, incurred by him in connection with or arising out of any action, suit or proceeding (including any tax controversy) in which he may be involved, as a result of the Officer's his efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer 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 Bank’s obligations under this Agreement hereunder shall be conclusive evidence of the Officer's Executive’s entitlement to EXHIBIT 10.26 indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 1 contract

Samples: Employment Agreement (Hudson City Bancorp Inc)

Indemnification for Attorneys’ Fees. (a) The Association Company shall indemnify, hold harmless and defend the Officer Executive against reasonable costs, including legal fees, attorneys' fees and expenses incurred by him her in connection with or arising out of any mediation, action, suit or proceeding in which he may be involved, as a result of the Officer's her efforts, in good faith, to defend or enforce the terms of this Agreement; provided, however, that the Officer 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 of a mediator in a mediation proceeding, or in a settlement. For purposes of this Agreement, any settlement agreement which provides for payment of any amounts in settlement of the AssociationCompany's obligations under this Agreement hereunder shall be conclusive evidence of the OfficerExecutive's entitlement to indemnification under this Agreementhereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise.

Appears in 1 contract

Samples: Employment Agreement (Slades Ferry Bancorp)

Time is Money Join Law Insider Premium to draft better contracts faster.