By SFC and SNB Sample Clauses

By SFC and SNB. SFC and SNB agree that, in the event this Agreement is terminated for any reason and the Merger is not consummated, it will indemnify, hold harmless and defend FCB and Bancorp and their respective officers, directors, attorneys, financial advisers and consultants from and against any and all claims, disputes, demands, causes of action, suits or proceedings of any third party (including any Regulatory Authority), together with all losses, damages, liabilities, obligations, costs and expenses of every kind and nature in connection therewith (including without limitation reasonable attorneys’ fees and legal costs and expenses in connection therewith), whether known or unknown, and whether now existing or hereafter arising, which may be threatened against, incurred, undertaken, received or paid by them: (i) in connection with or which arise out of, result from, or are based upon (A) the operations or business transactions of any of the SFC Companies or their relationship with any of their employees, or (B) the failure of any of the SFC Companies’ to comply with any statute or regulation of any federal, state or local government or agency (or any political subdivision thereof) in connection with the transactions described in this Agreement; (ii) in connection with or which arise out of, result from, or are based upon any fact, condition or circumstance that constitutes a breach by SFC or SNB of, or any inaccuracy, incompleteness or inadequacy in, any of its representations or warranties under or in connection with this Agreement, or any failure of SFC or SNB to perform any of its covenants, agreements or obligations under or in connection with this Agreement; or, (iii) in connection with or which arise out of, result from, or are based upon any information provided by SFC or SNB which is included in the Proxy Statement and which information causes the Proxy Statement at the time of its mailing to SFC’s shareholders to contain any untrue statement of a material fact or to omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not false or misleading.
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Related to By SFC and SNB

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