By NVBancorp Sample Clauses

By NVBancorp. NVBancorp agrees to defend, indemnify and hold harmless SRNB, its respective officers and directors, attorneys, accountants, and each person who controls SRNB within the meaning of the 1933 Act from and against any costs, damages, liabilities and expenses of any nature, insofar as such costs, damages, liabilities and expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the NVBancorp Registration Statement and Joint Proxy Statement/Prospectus or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that NVBancorp shall be liable in any such case only to the extent that any such cost, damage, liability or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in said Registration Statement and Joint Proxy Statement/Prospectus or amendments or supplements thereto, in reliance upon and in conformity with information provided by and with respect to NVBancorp used in preparing the Registration Statement. If and to the extent such agreement to indemnify may be unenforceable for any reason, NVBancorp shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which may be permitted under applicable law.
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