Common use of CONTINUING INDEMNITY; INSURANCE Clause in Contracts

CONTINUING INDEMNITY; INSURANCE. Whitney covenants and agrees that: (a) all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under Holding's Articles of Incorporation and Bylaws and in the Articles of Incorporation and Bylaws of the Bank (as the case may be) as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an "Indemnified Party") shall survive the Company Merger and shall continue in full force and effect, without any amendment thereto, for a period concurrent with the applicable statute of limitations; provided, however, that all rights to indemnification in respect of any claim asserted or made as to which Whitney is notified in writing within such period shall continue until the final disposition of such claim. Without limiting the foregoing, in any case in which approval is required to effectuate any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between Whitney and the Indemnified Party. (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against Whitney under such subparagraph, notify Whitney in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, Whitney shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from Whitney to such Indemnified Party of its election so to assume the defense thereof, Whitney shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if Whitney elects not to assume such defense or if counsel for the Indemnified Party advises Whitney in writing that there are material substantive issues that raise conflicts of interest between Whitney or Holding and the Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and Whitney shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, Whitney shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (c) Whitney shall cause the persons serving as officers or directors of Holding or the Bank, immediately prior to the Effective Time to be covered for a period of three years from the Effective Time by the directors' and officers' liability insurance policy maintained by Holding and the Bank with respect to acts or omissions occurring prior to or at the respective effective times that were committed by such officers and directors in their capacity as such; provided that the aggregate premium to be paid by Holding and the Bank for such insurance shall not exceed 150% of the most current annual premium paid by Holding and the Bank, for its directors and officers liability insurance, without Whitney's prior approval. (d) If Whitney or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of Whitney shall assume the obligations set forth in this Section 5.22. (e) The provisions of this Section 5.22 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

CONTINUING INDEMNITY; INSURANCE. Whitney covenants and agrees that: (a) all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under Holding's Citizens' Articles of Incorporation and Bylaws By-Laws and in the Articles of Incorporation Association and Bylaws By-Laws of the Bank (as the case may be) as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an "Indemnified Party") shall survive the Company Merger Mergers and shall continue in full force and effect, without any amendment thereto, for a period concurrent with of three (3) years from the applicable statute of limitationsEffective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made as to which Whitney is notified in writing within such period shall continue until the final disposition of such claim. Without limiting the foregoing, in any case in which approval is required to effectuate any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between Whitney and the Indemnified Party. (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against Whitney under such subparagraph, notify Whitney in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, Whitney shall be entitled use best efforts to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from Whitney to such Indemnified Party of its election so to assume the defense thereof, Whitney shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if Whitney elects not to assume such defense or if counsel for the Indemnified Party advises Whitney in writing that there are material substantive issues that raise conflicts of interest between Whitney or Holding and the Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and Whitney shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, Whitney shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (c) Whitney shall cause the persons serving as officers or and directors of Holding or the Bank, Citizens and Bank immediately prior to the Effective Time to be covered for a period of three (3) years from the Effective Time by the directors' and officers' liability insurance policy maintained by Holding Citizens and the Bank with respect to acts or omissions occurring prior to or at the respective effective times that Effective Time which were committed by such officers and directors in their capacity as such; provided that Whitney may substitute therefor policies of at least the aggregate premium same coverage and amounts containing terms and conditions which are no less advantageous to be paid by Holding such directors and the Bank for such insurance officers, and, provided further that Whitney shall not be obligated to make premium payments for the insurance policies provided by this Section 5.21 to the extent such premiums exceed 150% of the most current annual premium premiums paid as of the date hereof by Holding and the Bank, Citizens for its directors and officers liability such insurance, without Whitney's prior approval. (dc) If Whitney or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of Whitney shall assume the obligations set forth in this Section 5.225.21. (ed) The provisions of this Section 5.22 5.21 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party indemnified party and his or her heirs and representatives.

CONTINUING INDEMNITY; INSURANCE. Whitney (a) Bancshares covenants and agrees that: (a) that all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under Holding's Bristol’s Articles of Incorporation and Bylaws and in the Articles of Incorporation and Bylaws of the Bank (as the case may be) as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an "“Indemnified Party"”) shall survive the Company Merger and shall continue in full force and effect, without any amendment thereto, for a period concurrent with the applicable statute of limitations; provided, however, that all rights to indemnification in respect of any claim asserted or made as to which Whitney Bancshares is notified in writing within such period shall continue until the final disposition of such claim. Without limiting the foregoing, in any case in which approval is required to effectuate any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between Whitney Bancshares and the Indemnified Party. (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against Whitney Bancshares under such subparagraphSubsection, notify Whitney Bancshares in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, Whitney Bancshares shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from Whitney Bancshares to such Indemnified Party of its election so to assume the defense thereof, Whitney Bancshares shall not be liable to such Indemnified Party under such subparagraph Subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if Whitney Bancshares elects not to assume such defense or if counsel for the Indemnified Party advises Whitney Bancshares in writing that there are material substantive issues that which raise conflicts of interest between Whitney Bancshares or Holding Bristol and the Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and Whitney Bancshares shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, Whitney Bancshares shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (c) Whitney Bristol shall cause the persons serving as officers or directors of Holding or the BankBristol, immediately prior to the Effective Time Time; to be covered for a period of three years from the Effective Time by the directors' ’ and officers' ’ liability insurance policy maintained by Holding and the Bank Bristol with respect to acts or omissions occurring prior to or at the respective effective times that which were committed by such officers and directors in their capacity as such; provided that the aggregate annual premium to be paid by Holding and the Bank Bristol for such insurance shall not exceed 150% of the most current annual premium paid by Holding and the Bank, Bristol for its directors and officers liability insurance, without Whitney's Bancshares’ prior approval. (d) If Whitney Bancshares or any of its successors or assigns (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of Whitney Bancshares shall assume the obligations set forth in this Section 5.225.20, to the extent Bristol does not elect to terminate this Agreement pursuant to Section 7.03 herein below. (e) The provisions of this Section 5.22 5.20 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

CONTINUING INDEMNITY; INSURANCE. Whitney Bancshares covenants and agrees that: (a) all rights to indemnification (including, without limitation, rights to mandatory advancement of expenses) and all limitations of liability existing in favor of indemnified parties under Holding's Old Florida’s Articles of Incorporation and Bylaws and in the Articles of Incorporation and Bylaws of the Bank OFB (as the case may be) as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time (an "“Indemnified Party"”) shall survive the Company Merger and shall continue in full force and effect, without any amendment thereto, for a period concurrent with the applicable statute of limitations; provided, however, that all rights to indemnification in respect of any claim asserted or made as to which Whitney Bancshares is notified in writing within such period shall continue until the final disposition of such claim. Without limiting the foregoing, in any case in which approval is required to effectuate any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between Whitney Bancshares and the Indemnified Party. (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against Whitney Bancshares under such subparagraphSubsection, notify Whitney Bancshares in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, Whitney Bancshares shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from Whitney Bancshares to such Indemnified Party of its election so to assume the defense thereof, Whitney Bancshares shall not be liable to such Indemnified Party under such subparagraph Subsection for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if Whitney Bancshares elects not to assume such defense or if counsel for the Indemnified Party advises Whitney Bancshares in writing that there are material substantive issues that which raise conflicts of interest between Whitney Bancshares or Holding Old Florida and the Indemnified Party, such Indemnified Party may retain counsel satisfactory to it, and Whitney Bancshares shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received. Notwithstanding the foregoing, Whitney Bancshares shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the reasonable judgment of an Indemnified Party a conflict of interest exists between an Indemnified Party and any other Indemnified Parties in respect to such claims. (c) Whitney Old Florida shall cause the persons serving as officers or directors of Holding Old Florida or the BankOFB, immediately prior to the Effective Time to be covered for a period of three years from the Effective Time by the directors' ’ and officers' ’ liability insurance policy maintained by Holding Old Florida and the Bank OFB with respect to acts or omissions occurring prior to or at the respective effective times that which were committed by such officers and directors in their capacity as such; provided that the aggregate premium to be paid by Holding Old Florida and the Bank OFB for such insurance shall not exceed 150125% of the most current annual premium paid by Holding Old Florida and the Bank, OFB for its directors and officers liability insurance, without Whitney's Bancshares’ prior approval. (d) If Whitney Bancshares or any of its successors or assigns assigns: (i) shall consolidate with or merge into any corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of Whitney Bancshares shall assume the obligations set forth in this Section 5.225.21. (e) The provisions of this Section 5.22 5.21 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.