Common use of D & O Insurance Clause in Contracts

D & O Insurance. (a) For a period of three years from the Effective Time, Lincoln shall use its reasonable best efforts to obtain an endorsement to its director's and officer's liability insurance policy to cover the present and former officers and directors of FSB or First Bank (determined as of the Effective Time) with respect to claims against such directors and officers arising from facts or events which occurred before the Effective Time, which insurance shall contain at least the same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by FSB; provided however, that if Lincoln is unable to obtain such endorsement, then FSB may purchase tail coverage under its existing director and officer liability insurance policy for such claims; provided further that in no event shall Lincoln be required to expend in the aggregate during such three-year period more than three times the current annual amount spent by FSB (the "Insurance Amount") to maintain or procure its current directors' and officers' insurance coverage; provided further, that if Lincoln is unable to maintain or obtain the insurance called for by this Section 6.13(a), Lincoln shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount; provided, further, that officers and directors of FSB or First Bank may be required to make application and provide customary representations and warranties to Lincoln's insurance carrier for the purpose of obtaining such insurance. (b) For six years after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless the present and former officers and directors of FSB and First Bank against all losses, expenses (including attorneys' fees), claims, damages or liabilities arising out of actions or omissions occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the full extent then permitted under the IBCL and by Lincoln's Articles of Incorporation as in effect on the date hereof, including provisions relating to advances of expenses incurred in the defense of any action or suit. (c) If Lincoln shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, proper provision shall be made so that the successors and assigns of Lincoln shall assume the obligations set forth in this Section 6.13.

D & O Insurance. (a) For a period of three years from the Effective Time, Lincoln UCB shall use its reasonable best efforts to obtain an endorsement to its director's and officer's liability insurance policy to cover the present and former officers and directors of FSB MFC or First Bank any of its Subsidiaries (determined as of the Effective Time) with respect to claims against such directors and officers arising from facts or events which occurred before the Effective Time, which insurance shall contain at least the same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by FSBMFC; provided however, that if Lincoln UCB is unable to obtain such endorsement, then FSB MFC may purchase tail coverage under its existing director and officer liability insurance policy for such claims; provided further that in no event shall Lincoln UCB be required to expend in the aggregate during such three-year period more than three times the current annual amount spent by FSB MFC (the "Insurance Amount") to maintain or procure its current directors' and officers' insurance coverage; provided further, that if Lincoln UCB is unable to maintain or obtain the insurance called for by this Section 6.13(a), Lincoln UCB shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount; provided, further, that officers and directors of FSB MFC or First Bank any Subsidiary may be required to make application and provide customary representations and warranties to LincolnUCB's insurance carrier for the purpose of obtaining such insurance. (b) For six years after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless the present and former officers and directors of FSB MFC and First Bank its Subsidiaries against all losses, expenses (including attorneys' fees), claims, damages or liabilities arising out of actions or omissions occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the full extent then permitted under the IBCL and by LincolnUCB's or MFC's Articles of Incorporation as in effect on the date hereofhereof (whichever is more favorable to the officers and directors of MFC and its Subsidiaries), including provisions relating to advances of expenses incurred in the defense of any action or suit. (c) If Lincoln UCB shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entityentity (a "Change of Control"), then and in each case, proper provision shall be made so that the successors and assigns of Lincoln UCB shall assume the obligations set forth in this Section 6.13.

D & O Insurance. (a) For a period of three two years from the Effective Time, Lincoln shall use its reasonable best efforts to obtain an endorsement to its director's and officer's liability insurance policy to cover the present and former officers and directors of FSB Citizens or First Bank any of its Subsidiaries (determined as of the Effective Time) with respect to claims against such directors and officers arising from facts or events which occurred before the Effective Time, which insurance shall contain at least the same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by FSBCitizens; provided however, that if Lincoln is unable to obtain such endorsement, then FSB Citizens may purchase tail coverage under its existing director and officer liability insurance policy for such claims; provided further that in no event shall Lincoln be required to expend in the aggregate each year during such threetwo-year period more than three times twice the current annual amount spent by FSB Citizens (the "Insurance Amount") to maintain or procure its current directors' and officers' insurance coverage; provided further, that if Lincoln is unable to maintain or obtain the insurance called for by this Section 6.13(a6.10(a), Lincoln shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount; provided, further, that officers and directors of FSB Citizens or First Bank any Subsidiary may be required to make application and provide customary representations and warranties to Lincoln's insurance carrier for the purpose of obtaining such insurance. (b) For six years after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless the present and former officers and directors of FSB Citizens and First Bank its Subsidiaries against all losses, expenses (including attorneys' fees), claims, damages or liabilities arising out of actions or omissions occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the full extent then permitted under the IBCL and by Lincoln's Articles of Incorporation as in effect on the date hereof, including provisions relating to advances of expenses incurred in the defense of any action or suit. (c) If Lincoln shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entityentity (a "Change of Control"), then and in each case, proper provision shall be made so that the successors and assigns of Lincoln shall assume the obligations set forth in this Section 6.136.10 and in Sections 2.01(d), 6.13 and 6.20 below.