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INDEMNIFICATION AGREEMENT

Indemnification Agreement

INDEMNIFICATION AGREEMENT | Document Parties: FEDERAL HOME LOAN BANK OF TOPEKA You are currently viewing:
This Indemnification Agreement involves

FEDERAL HOME LOAN BANK OF TOPEKA

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Title: INDEMNIFICATION AGREEMENT
Governing Law: Kansas     Date: 12/24/2008

INDEMNIFICATION AGREEMENT, Parties: federal home loan bank of topeka
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INDEMNIFICATION AGREEMENT

 

THIS INDEMNIFICATION AGREEMENT , (this “Agreement”) is made and entered into effective as of December 18, 2008 by and between Federal Home Loan Bank of Topeka, (the “Bank”), and ____________, a[n officer] [director] of the Bank (the “[Officer][Director]”).

 

RECITALS

 

WHEREAS , Section 8.3 of the Bank’s Amended and Restated Bylaws (“Bylaws”) provides the Bank’s [officers][directors] with certain rights to indemnification; and

 

WHEREAS, the Bank desires to supplement its contractual duty and obligation to indemnify its [officers][directors] in accordance with Section 8.3 of the Bank’s Bylaws by entering into indemnification agreements with its [officers][directors] that provide materially similar indemnification rights and duties as that provided in the Bylaws; and

 

WHEREAS , this Agreement is being entered into as part of the [Officer’s][Director’s] total consideration for serving as a[n officer][director] of the Bank; and

 

WHEREAS , the [Officer][Director] desires to serve and continue to serve as a[n officer][director] of the Bank and to enter into such an agreement to supplement the indemnification rights provided in the Bylaws.

 

NOW THEREFORE , in consideration of the mutual premises and covenants contained herein, the Bank and the [Officer][Director] do hereby covenant and agree as follows:

 

AGREEMENT

 

1.  Actions Not By or in the Right of the Bank. The Bank shall indemnify the [Officer][Director] who was or is 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, other than an action, suit or proceeding by or in the right of the Bank, by reason of the fact that the [Officer][Director]:

 

(i) is or was a[n officer][director] of the Bank, or

 

(ii) is or was serving at the request of the Bank as a director, of another corporation, partnership, joint venture, trust or other enterprise, or

 

(iii) rendered or attempted to render emergency aid including, without limitation, first

aid, rescue breathing, cardiopulmonary resuscitation, or use of an automated

external defibrillator, on Bank premises or at any Bank-sponsored event, function

or activity, if the [Officer][Director] is or was a director of the Bank at the time of such action or actions,

 

against expenses, judgments, fines and amounts paid in settlement, actually and reasonably by the [Officer][Director] in connection with such action, suit or proceeding, including attorney fees, if the [Officer][Director] acted in good faith and in a manner the [Officer][Director] reasonably believed to be in, or not opposed to, the best interests of the Bank; and, with respect to any criminal action or proceeding, had no reasonable cause to believe the [Officer’s][Director’s] conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the [Officer][Director] did not act in good faith and in a manner which the [Officer][Director] reasonably believed to be in, or not opposed to, the best interests of the Bank, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the [Officer’s][Director’s] conduct was unlawful.

 

 

 


 

2.  Actions By or in the Right of the Bank . The Bank shall indemnify the [Officer][Director] who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, by or in the right of the Bank to procure a judgment in its favor by reason of the fact that the [Officer][Director] is or was a[n officer][director], of the Bank, or is or was serving at the request of the Bank as a director of another corporation, partnership, joint venture, trust or other enterprise, against expenses actually and reasonably incurred by the [Officer][Director] in connection with the defense or settlement of such action or suit, including attorney fees, if the [Officer][Director] acted in good faith and in a manner the [Officer][Director] reasonably believed to be in, or not opposed to, the best interests of the Bank and except that no indemnification shall be made in respect to any claim, issue or matter as to which the [Officer][Director] shall have been adjudged to be liable to the Bank unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the [Officer][Director] is reasonably and fairly entitled to indemnity for such expenses which the court shall deem proper.

 

3. Success on the Merits or Otherwise . To the extent that the [Officer][Director] has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2, or in defense of any claim, issue or matter therein, the [Officer][Director] shall be indemni


 
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