Common use of Indemnification for Attorneys’ Fees Clause in Contracts

Indemnification for Attorneys’ Fees. The 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 his 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. The determination whether the Officer shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 shall be made only after a determination by the members of the Board (other than the Officer and any other member of the Board to which the Officer is related by blood or marriage) that the Officer has acted in good faith and that such indemnification payment is in the best interests of the Bank.

Appears in 23 contracts

Samples: One Year Change of Control Agreement (Western New England Bancorp, Inc.), Change of Control Agreement (Beverly Financial, Inc.), One Year Change of Control Agreement (Beverly Financial, Inc.)

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Indemnification for Attorneys’ Fees. The Bank 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 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. The determination whether the Officer Executive shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 29 shall be made only after a determination by the members of the Board (other than the Officer Executive and any other member of the Board to which the Officer Executive is related by blood or marriage) that the Officer Executive has acted in good faith and that such indemnification payment is in the best interests of the BankCompany.

Appears in 6 contracts

Samples: Employment Agreement (Bridge Street Financial Inc), Employment Agreement (Lake Shore Bancorp, Inc.), Employment Agreement (Lake Shore Bancorp, Inc.)

Indemnification for Attorneys’ Fees. The Bank 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 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. The determination whether the Officer Executive shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 29 shall be made only after a determination by the members of the Board (other than the Officer Executive and any other member of the Board to which the Officer Executive is related by blood or marriage) that the Officer Executive has acted in good faith and that such indemnification payment is in the best interests of the Bank.

Appears in 3 contracts

Samples: Employment Agreement (Bridge Street Financial Inc), Employment Agreement (Lake Shore Bancorp, Inc.), Employment Agreement (Lake Shore Bancorp, Inc.)

Indemnification for Attorneys’ Fees. The Bank shall indemnify, hold harmless and defend the Officer against reasonable costs, including legal fees, incurred by him her in connection with or arising out of any action, suit or proceeding in which he she may be involved, as a result of his her 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. The determination whether the Officer shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 shall be made only after a determination by the members of the Board (other than the Officer and any other member of the Board to which the Officer is related by blood or marriage) that the Officer has acted in good faith and that such indemnification payment is in the best interests of the Bank.

Appears in 3 contracts

Samples: Change of Control Agreement (Mystic Financial Inc), Change of Control Agreement (Mystic Financial Inc), Change of Control Agreement (Slades Ferry Bancorp)

Indemnification for Attorneys’ Fees. The Bank 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 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. The determination whether the Officer Executive shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 18 shall be made only after a determination by the members of the Board (other than the Officer Executive and any other member of the Board to which the Officer Executive is related by blood or marriage) that the Officer Executive has acted in good faith and that such indemnification payment is in the best interests of the Bank.

Appears in 2 contracts

Samples: Employment Agreement (RFS Bancorp Inc), Employment Agreement (RFS Bancorp Inc)

Indemnification for Attorneys’ Fees. The Bank 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 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, judgment decree or order of a court of competent jurisdiction or of an arbitrator in an arbitration proceeding. The determination whether the Officer Executive shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 29 shall be made only after a determination by the members of the Board (other than the Officer Executive and any other member of the Board to which the Officer Executive is related by blood or marriage) that the Officer Executive has acted in good faith and that such indemnification payment is in the best interests of the BankCompany.

Appears in 2 contracts

Samples: Employment Agreement (Charter Financial Corp/Ga), Employment Agreement (Charter Financial Corp)

Indemnification for Attorneys’ Fees. The Bank and the Company 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 his 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. The determination whether the Officer shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 shall be made only after a determination by the members of the Board (other than the Officer and any other member of the Board to which the Officer is related by blood or marriage) that the Officer has acted in good faith and that such indemnification payment is in the best interests of the BankBank and the Company.

Appears in 2 contracts

Samples: Change of Control Agreement (Charter Financial Corp/Ga), Change of Control Agreement (Charter Financial Corp/Ga)

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Indemnification for Attorneys’ Fees. The 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 he/she may be involved, as a result of his his/her 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. The determination whether the Officer shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 shall be made only after a determination by the members of the Board (other than the Officer and any other member of the Board to which the Officer is related by blood or marriage) that the Officer has acted in good faith and that such indemnification payment is in the best interests of the Bank.

Appears in 1 contract

Samples: Change of Control Agreement (Lake Shore Bancorp, Inc.)

Indemnification for Attorneys’ Fees. The Bank 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 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. The determination whether the Officer Executive shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 30 shall be made only after a determination by the members of the Board (other than the Officer Executive and any other member of the Board to which the Officer Executive is related by blood or marriage) that the Officer Executive has acted in good faith and that such indemnification payment is in the best interests of the BankCompany.

Appears in 1 contract

Samples: Employment Agreement (Bridge Street Financial Inc)

Indemnification for Attorneys’ Fees. The Bank shall indemnify, hold harmless and defend the Officer Executive against reasonable costs, including legal fees, incurred by him her in connection with or arising out of any action, suit or proceeding in which he she may be involved, as a result of his 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. The determination whether the Officer Executive shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 18 shall be made only after a determination by the members of the Board (other than the Officer Executive and any other member of the Board to which the Officer Executive is related by blood or marriage) that the Officer Executive has acted in good faith and that such indemnification payment is in the best interests of the Bank.

Appears in 1 contract

Samples: Employment Agreement (RFS Bancorp Inc)

Indemnification for Attorneys’ Fees. The Bank and the 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 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. The determination whether the Officer Executive shall have substantially prevailed on the merits and is therefore entitled to such indemnification, shall be made by the court or arbitrator, as applicable. In the event of a settlement pursuant to a settlement agreement, any indemnification payment under this section 12 29 shall be made only after a determination by the members of the Board (other than the Officer Executive and any other member of the Board to which the Officer Executive is related by blood or marriage) that the Officer Executive has acted in good faith and that such indemnification payment is in the best interests of the BankBank and the Company.

Appears in 1 contract

Samples: Employment Agreement (Charter Financial Corp/Ga)

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