Common use of D&O Indemnification and Insurance Clause in Contracts

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank or any Transferred Subsidiary, or who is or was serving at the request of the Bank or any Transferred Subsidiary as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank or any Transferred Subsidiary, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Bank shall, and Purchaser shall cause the Bank to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. Such Persons shall reasonably cooperate with the Purchaser, the Bank and their Subsidiaries in the defense of any such threatened or actual Action, and none of Purchaser, the Bank or the Transferred Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Without limiting the indemnification and other rights provided in Section 5.20(a), all rights to indemnification and all limitations on Losses existing in favor of the directors, officers and employees of the Bank and the Transferred Subsidiaries as provided in their respective Constituent Documents as in effect as of the date of this Agreement or in any indemnification agreement in existence on the date of this Agreement with the Bank or any Transferred Subsidiary shall continue in full force and effect to the fullest extent permitted by Law and shall be honored by the Bank and the Transferred Subsidiaries or their respective successors as if they were the indemnifying party thereunder, without any amendment thereto. At Closing, or as soon as practicable after Closing, the Purchaser shall, and shall cause the Bank, to use its reasonable best efforts to obtain a “tail” insurance policy with respect to directors’ and officers’ liability insurance that covers for a period of six (6) years from the Effective Time the individuals serving as directors and officers of the Bank or any Transferred Subsidiary immediately prior to the Effective Time for acts or omissions occurring prior to the Effective Time, with coverage and amounts appropriate for the size and scope of the Bank and the Transferred Subsidiaries in amounts consistent with the coverage existing as of the Closing, with respect to acts or omissions occurring prior to the Closing that were committed by such officers and directors in their capacity as such; provided, however, that in no event shall the Purchaser or the Bank be required to expend for such insurance policy an annual premium amount in excess of two-hundred fifty percent (250%) of the annual premiums currently paid by the Bank for such insurance.

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank Company or any Transferred Subsidiaryof its Subsidiaries, or who is or was serving at the request of the Bank Company or any Transferred Subsidiary of its Subsidiaries as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank Company or any Transferred Subsidiaryof its Subsidiaries, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Bank Company shall, and Purchaser shall cause the Bank Company to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. U.S. Such Persons shall reasonably cooperate with the Purchaser, the Bank Company and their Subsidiaries in the defense of any such threatened or actual Action, Action and none of the Purchaser, the Bank Company or the Transferred any of their Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action action or claim effected without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned withheld or delayed). (b) Without limiting the indemnification and other rights provided in Section 5.20(a5.18(a), all rights to indemnification and all limitations on Losses existing in favor of the directors, officers and employees of the Bank Company and the Transferred its Subsidiaries as provided in their respective Constituent Documents as in effect as of the date of this Agreement or in any indemnification agreement in existence on the date of this Agreement with the Bank Company or any Transferred Subsidiary of its Subsidiaries shall continue in full force and effect to the fullest extent permitted by Law and shall be honored by the Bank Company and the Transferred its Subsidiaries or their respective successors as if they were the indemnifying party thereunder, without any amendment thereto. At To the extent not already in effect at Closing, or as soon as practicable after Closing, the Purchaser shall, and shall cause the Company or the Bank, as applicable, to use its reasonable best efforts to obtain a “tail” insurance policy with respect to directors’ and officers’ liability insurance that covers for a period of six (6) years from the Effective Time the individuals serving as directors and officers of the Bank Company or any Transferred Subsidiary of its Subsidiaries immediately prior to the Effective Time for acts or omissions occurring prior to the Effective Time, with coverage and amounts appropriate for the size and scope of the Bank Company and the Transferred its Subsidiaries in amounts consistent with the coverage existing as of the Closing, with respect to acts or omissions occurring prior to the Closing that were committed by such officers and directors in their capacity as such; provided, however, that in no event shall the Purchaser Purchaser, Company or the Bank be required to expend for such insurance policy an annual premium amount in excess of two-hundred fifty percent (250%) of the annual premiums currently paid by the Bank Company for such insurance.

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, from From and after the Merger Effective Time, Merger Partner and the Surviving Corporation (as successor in interest to the event Interim Surviving Company as of the Second Step Merger Effective Time) shall, and Xxxxxx Partner shall cause the Surviving Corporation to, indemnify and hold harmless each Person who at the Merger Effective Time is a present or former director or officer of any threatened member of the Spinco Group (each a “D&O Indemnitee”) against any costs or actual Action expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in the U.S.connection with any claim, action, suit, proceeding or investigation, whether civil, criminal criminal, administrative or administrativeinvestigative, in which any Person who is now, arising out of or has been at any time prior pertaining to the date of this Agreement, fact that a D&O Indemnitee is or who becomes prior to the Effective Time, was a director or officer of a member of the Bank Spinco Group or any Transferred Subsidiary, or who is or was serving at the request of a member of the Bank or any Transferred Subsidiary Spinco Group as a director or officer director, officer, manager, member, trustee, fiduciary, employee or agent of another PersonPerson at or prior to the Merger Effective Time, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactionseach case, whether asserted or arising before claimed prior to, at or after the Merger Effective Time, (iii) to the fullest extent that any liability or obligation member of the Bank or Remainco Group would have been permitted under the Organizational Documents of any Transferred Subsidiary, or member of the Remainco Group in effect on the date hereof to indemnify such Person (iv) any action or failure to take action by any such director, officer or agent in his or her capacity including promptly advancing expenses as such occurring in whole or in part prior to the Effective Time, the Bank shall, and Purchaser shall cause the Bank to, indemnify, defend and hold harmless, as and incurred to the fullest extent permitted or required by applicable Law, each under such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationOrganizational Documents), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. Such Persons shall reasonably cooperate with the Purchaser, the Bank and their Subsidiaries in the defense of any such threatened or actual Action, and none of Purchaser, the Bank or the Transferred Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Without limiting the indemnification and other rights provided in Section 5.20(a)foregoing, all rights to indemnification and all limitations on Losses existing in favor of the directors, officers and employees of the Bank and the Transferred Subsidiaries as provided in their respective Constituent Documents as in effect as of the date of this Agreement or in any indemnification agreement in existence on the date of this Agreement with the Bank or any Transferred Subsidiary shall continue in full force and effect to the fullest extent permitted by Law and shall be honored by the Bank and the Transferred Subsidiaries or their respective successors as if they were the indemnifying party thereunder, without any amendment thereto. At Closing, or as soon as practicable after Closing, the Purchaser shall, and Merger Partner shall cause the Bank, other members of the Spinco Group (i) to use its reasonable best efforts to obtain a “tail” insurance policy with respect to directors’ and officers’ liability insurance that covers maintain for a period of not less than six (6) years from the Merger Effective Time provisions in their respective Organizational Documents concerning the individuals serving as indemnification and exculpation or exoneration (including provisions relating to expense advancement) of the members of the Spinco Group’s respective former and current directors and officers that are no less favorable to those Persons than the provisions of the Bank or any Transferred Subsidiary immediately prior to the Effective Time for acts or omissions occurring prior to the Effective Time, with coverage and amounts appropriate for the size and scope Organizational Documents of such members of the Bank and the Transferred Subsidiaries Spinco Group, as applicable, in amounts consistent with the coverage existing each case, as of the Closingdate hereof and (ii) not to amend, with repeal or otherwise modify such provisions in any respect to acts or omissions occurring prior to that would adversely affect the Closing that were committed rights of those Persons thereunder, in each case, except as required by such officers and directors in their capacity as such; provided, however, that in no event shall the Purchaser or the Bank be required to expend for such insurance policy an annual premium amount in excess of two-hundred fifty percent (250%) of the annual premiums currently paid by the Bank for such insuranceany Law.

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, For not less than six (6) years from and after the Effective TimeClosing Date, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank or any Transferred Subsidiary, or who is or was serving at the request of the Bank or any Transferred Subsidiary as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank or any Transferred Subsidiary, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Bank shall, Purchaser shall and Purchaser shall cause the Bank Transferred Entities to, indemnify, defend indemnify and hold harmlessharmless all current or former officers, as and to directors, partners or managers of the fullest extent permitted Transferred Entities (or required by applicable Lawtheir respective predecessors) (collectively, each such Person the “D&O Indemnitees”) against any Losses costs or expenses (including reimbursement for legal and other advancing attorneys’ fees and expenses incurred in advance of the final disposition of any such matter actual or investigation threatened Action to each D&O Indemnitee to the fullest extent permitted by applicable Law; provided, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person D&O Indemnitee agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such D&O Indemnitee is not entitled to indemnificationultimately entitled), judgments, fines fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any such actual or threatened or actual Action in the United States. Such Persons shall reasonably cooperate with the Purchaser, the Bank and their Subsidiaries in the defense of any such threatened or actual Action, and none of Purchaser, the Bank or the Transferred Subsidiaries shall have any liability hereunder in respect of any compromise acts or settlement omissions occurring or alleged to have occurred at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions or the other transactions contemplated hereby), in connection with such Persons serving as an officer, director, employee, agent or other fiduciary of any Action effected without Transferred Entity or of any Person if such service was at the request or for the benefit of any of the Transferred Entities, to the extent permitted by Law. Notwithstanding anything herein to the contrary, if any D&O Indemnitee notifies Purchaser on or prior written consent to the sixth (6th) anniversary of Purchaser (the Closing Date of a matter in respect of which consent such Person may seek indemnification pursuant to this Section 5.17(a), the provisions of this Section 5.17(a) shall not be unreasonably withheld, conditioned or delayed)continue in effect with respect to such matter until the final disposition of all Actions relating thereto. (b) Without limiting From and after the indemnification Closing, Purchaser shall and other rights provided in Section 5.20(a), shall cause the Transferred Entities to take any necessary actions to provide that all rights to indemnification and all limitations on Losses liability existing in favor of the directorsany D&O Indemnitees, officers and employees of the Bank and the Transferred Subsidiaries as provided in their respective Constituent (i) the Organizational Documents as of the Transferred Entities in effect as of on the date of this Agreement or (ii) any agreement providing for indemnification by any Transferred Entity of any of the D&O Indemnitees in any indemnification agreement in existence effect on the date of this Agreement with shall survive the Bank or any Transferred Subsidiary shall consummation of the transactions contemplated hereby and continue in full force and effect to the fullest extent permitted by Law and shall be honored by the Bank Transferred Entities. (c) On or prior to the Closing Date, Purchaser shall obtain and the Transferred Subsidiaries fully pay for a directors’ and officers’ insurance policy or their respective successors as if they were the indemnifying party thereunder, without any amendment thereto. At Closing, or as soon as practicable after Closing, the Purchaser shall, and shall cause the Bank, to use its reasonable best efforts to obtain a “tail” policy (the “D&O Policy”) that provides commercially reasonable coverage for the existing managers, directors and officers of the Transferred Entities for a claims reporting or discovery period of at least six (6) years from and after the Closing Date from an insurance policy carrier with an AM Best or equivalent rating of at least A (or as otherwise approved by the Parent Group) with respect to directors’ and officers’ liability insurance with limits of liability that covers for a period of six are at minimum forty million dollars (6$40,000,000) years from the Effective Time the individuals serving as directors and officers of the Bank or any Transferred Subsidiary immediately prior to the Effective Time for acts or omissions occurring prior to the Effective Time, with coverage and amounts appropriate for the size and scope of the Bank and the Transferred Subsidiaries in amounts consistent with the coverage existing as of the Closing, with respect to acts any matter claimed against a manager, director or omissions occurring officer of any Transferred Entity by reason of him or her serving in such capacity that existed or occurred on or prior to the Closing that were committed by such officers and directors Date (including in their capacity as suchconnection with this Agreement or the transactions or actions contemplated hereby); provided, however, that in no event shall such D&O Policy impair or reduce the Purchaser or existing directors’ and officers’ insurance coverage of Parent Group; provided, further, that such D&O policy shall contain the Bank be required to expend for such insurance policy an annual premium amount in excess of two-hundred fifty percent (250%provision set forth on Section 5.17(c) of the annual premiums currently paid by Parent Disclosure Schedule. (d) In the Bank for event that any Transferred Entity, Purchaser or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such insuranceconsolidation or merger or (ii) transfers or conveys all or a majority of their respective properties and assets to any Person, then, and in each such case, Purchaser shall procure that proper provision shall be made so that the successors and assigns of such Transferred Entity or Purchaser, as the case may be, shall succeed to or assume the obligations set forth in this Section 5.17. (e) The obligations of Purchaser and the Transferred Entities under this Section 5.17 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.17 applies without the express written consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.17 applies shall be third-party beneficiaries of this Section 5.17).

D&O Indemnification and Insurance. ‌ (a) Except with respect to any case involving fraudFraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Seller Bank or any Transferred Subsidiaryof its Subsidiaries, or who is or was serving at the request of the Seller Bank or any Transferred Subsidiary of its Subsidiaries as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Seller Bank or any Transferred Subsidiaryof its Subsidiaries, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Surviving Bank shall, and Purchaser shall cause the Surviving Bank to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. U.S. Such Persons shall reasonably cooperate with the Purchaser, the Surviving Bank and their Subsidiaries in the defense of any such threatened or actual Action, Action and none of Purchaser, the Surviving Bank or the Transferred any of their Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Without limiting the indemnification and other rights provided in Section 5.20(a), all rights to indemnification and all limitations on Losses existing in favor of the directors, officers and employees of the Bank and the Transferred Subsidiaries as provided in their respective Constituent Documents as in effect as of the date of this Agreement or in any indemnification agreement in existence on the date of this Agreement with the Bank or any Transferred Subsidiary shall continue in full force and effect to the fullest extent permitted by Law and shall be honored by the Bank and the Transferred Subsidiaries or their respective successors as if they were the indemnifying party thereunder, without any amendment thereto. At Closing, or as soon as practicable after Closing, the Purchaser shall, and shall cause the Bank, to use its reasonable best efforts to obtain a “tail” insurance policy with respect to directors’ and officers’ liability insurance that covers for a period of six (6) years from the Effective Time the individuals serving as directors and officers of the Bank or any Transferred Subsidiary immediately prior to the Effective Time for acts or omissions occurring prior to the Effective Time, with coverage and amounts appropriate for the size and scope of the Bank and the Transferred Subsidiaries in amounts consistent with the coverage existing as of the Closing, with respect to acts or omissions occurring prior to the Closing that were committed by such officers and directors in their capacity as such; provided, however, that in no event shall the Purchaser or the Bank be required to expend for such insurance policy an annual premium amount in excess of two-hundred fifty percent (250%) of the annual premiums currently paid by the Bank for such insurance.in‌

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank or any Transferred Subsidiary, or who is or was serving at the request of the Bank or any Transferred Subsidiary as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank or any Transferred Subsidiary, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Bank shall, and Purchaser shall cause the Bank to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. Such Persons shall reasonably cooperate with the Purchaser, the Bank and their Subsidiaries in the defense of any such threatened or actual Action, and none of Purchaser, the Bank or the Transferred Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Without limiting the indemnification and other rights provided in Section 5.20(a), all rights to indemnification and all limitations on Losses existing in favor of the directors, officers and employees of the Bank and the Transferred Subsidiaries as provided in their respective Constituent Documents as in effect as of the date of this Agreement or in any indemnification agreement in existence on the date of this Agreement with the Bank or any Transferred Subsidiary shall continue in full force and effect to the fullest extent permitted by Law and shall be honored by the Bank and the Transferred Subsidiaries or their respective successors as if they were the indemnifying party thereunder, without any amendment thereto. At Closing, or as soon as practicable after Closing, the Purchaser shall, and shall cause the Bank, to use its reasonable best efforts to obtain a “tail” insurance policy with respect to directors’ and officers’ liability insurance that covers for For a period of six (6) years from and after the Effective Time Time, SpinCo agrees that it shall indemnify and hold harmless each present and former director, officer or employee of SpinCo and any other SpinCo Entity (the individuals serving as directors and officers “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Bank or pertaining to any Transferred Subsidiary immediately prior to the Effective Time for acts matters existing or omissions occurring at or prior to the Effective Time, with coverage whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or any of its Subsidiaries (including the SpinCo Entities), as the case may be, would have been permitted under the Organizational Documents of SpinCo or the Company as in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under such Organizational Documents, provided (i) that such Person delivers an undertaking to SpinCo in advance agreeing to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment that such Person is not entitled to indemnification) and amounts appropriate (ii) this Section 7.8(a) shall not alter any indemnification obligations allocated between the parties in the Separation and Distribution Agreement. Without limiting the foregoing, SpinCo shall cause the SpinCo Entities (i) to maintain for a period of not less than six (6) years from the size Effective Time provisions in their respective Organizational Documents concerning the indemnification and scope exculpation (including provisions relating to expense advancement) of the Bank SpinCo Entities’ respective former and current officers, directors or employees that are no less favorable to those Persons than the Transferred Subsidiaries in amounts consistent with provisions of the coverage existing Organizational Documents of the Company as of the Closingdate hereof and (ii) not to amend, repeal, waive or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Law. (b) SpinCo shall, at its sole cost and expense, in consultation with Merger Partner, procure a prepaid, non-cancelable six (6)-year “tail” policy commencing on the Closing Date containing terms not less favorable to the Indemnified Parties than the terms of directors’ and officers’ and fiduciary liability insurance covering the Indemnified Parties with respect to acts matters existing or omissions occurring at or prior to the Closing Effective Time; provided that were committed if the premium thereof would exceed 300% of the last annual premium paid by such officers and directors in their capacity as such; providedthe Company prior to the date hereof, however, that in no event then SpinCo shall procure the Purchaser or the Bank be required to expend for such insurance policy maximum coverage available at an annual premium amount equal to such maximum amount. (c) Notwithstanding anything contained in excess of two-hundred fifty percent (250%) this Agreement to the contrary, this Section 7.8 shall survive the consummation of the annual premiums currently paid by transactions contemplated hereby and shall be binding on all successors and assigns of SpinCo and are intended to be for the Bank for benefit of, and will be enforceable by, each present and former director, officer and employee of any SpinCo Entity and his or her heirs and representatives. In the event that SpinCo or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or Surviving Entity or entity of such insuranceconsolidation or merger or transfers or conveys all or substantially all of its assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of SpinCo shall succeed to the obligations set forth in this Section 7.8.

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraudFraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Seller Bank or any Transferred Subsidiaryof its Subsidiaries, or who is or was serving at the request of the Seller Bank or any Transferred Subsidiary of its Subsidiaries as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Seller Bank or any Transferred Subsidiaryof its Subsidiaries, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Surviving Bank shall, and Purchaser shall cause the Surviving Bank to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. U.S. Such Persons shall reasonably cooperate with the Purchaser, the Surviving Bank and their Subsidiaries in the defense of any such threatened or actual Action, Action and none of Purchaser, the Surviving Bank or the Transferred any of their Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser the Surviving Bank (which consent shall not be unreasonably withheld, conditioned withheld or delayed). (b) Without limiting the indemnification and other rights provided in Section 5.20(a7.17(a), all rights to indemnification and all limitations on Losses existing in favor of the directors, officers and employees of the Seller Bank and the Transferred its Subsidiaries as provided in their respective Constituent Documents as in effect as of the date of this Agreement or in any indemnification agreement in existence on the date of this Agreement with the Seller Bank or any Transferred Subsidiary of its Subsidiaries shall continue in full force and effect to the fullest extent permitted by Law and shall be honored by the Surviving Bank and the Transferred its Subsidiaries or their respective successors as if they were the indemnifying party thereunder, without any amendment thereto. At To the extent not already in effect at Closing, or as soon as practicable after Closing, the Purchaser shall, and shall cause the Surviving Bank, to use its reasonable best efforts to obtain a “tail” insurance policy with respect to directors’ and officers’ liability insurance that covers for a period of six (6) years from the Effective Time the individuals serving as directors and officers of the Seller Bank or any Transferred Subsidiary of its Subsidiaries immediately prior to the Effective Time for acts or omissions occurring prior to the Effective Time, with coverage and amounts appropriate for the size and scope of the Seller Bank and the Transferred its Subsidiaries in amounts consistent with the coverage existing as of the Closing, with respect to acts or omissions occurring prior to the Closing that were committed by such officers and directors in their capacity as such; provided, however, that in no event shall the Purchaser or the Surviving Bank be required to expend for such insurance policy an annual premium amount in excess of two-hundred fifty percent (250%) of the annual premiums currently paid by the Seller Bank for such insurance.

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraudFraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank Seller Holdco or any Transferred Subsidiaryof its Subsidiaries, including Seller Bank, or who is or was serving at the request of the Bank Seller Holdco or any Transferred Subsidiary of its Subsidiaries, including Seller Bank, as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank Seller Holdco or any Transferred Subsidiaryof its Subsidiaries, including Seller Bank, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Surviving Bank shall, and Purchaser shall cause the Surviving Bank to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. U.S. Such Persons shall reasonably cooperate with the Purchaser, the Surviving Bank and their Subsidiaries in the defense of any such threatened or actual Action, Action and none of Purchaser, the Surviving Bank or the Transferred any of their Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser the Surviving Bank (which consent shall not be unreasonably withheld, conditioned withheld or delayed). (b) Without limiting the indemnification and other rights provided in Section 5.20(a7.17(a), all rights to indemnification and all limitations on Losses existing in favor of the directors, officers and employees of the Bank Seller Holdco and the Transferred Subsidiaries its Subsidiaries, including Seller Bank, as provided in their respective Constituent Documents as in effect as of the date of this Agreement or in any indemnification agreement in existence on the date of this Agreement with the Bank Seller Holdco or any Transferred Subsidiary of its Subsidiaries, including Seller Bank, shall continue in full force and effect to the fullest extent permitted by Law and shall be honored by the Surviving Bank and the Transferred its Subsidiaries or their respective successors as if they were the indemnifying party thereunder, without any amendment thereto. At To the extent not already in effect at Closing, or as soon as practicable after Closing, the Purchaser shall, and shall cause the Surviving Bank, to use its reasonable best efforts to obtain a “tail” insurance policy with respect to directors’ and officers’ liability insurance that covers for a period of six (6) years from the Effective Time the individuals serving as directors and officers of the Bank Seller Holdco or any Transferred Subsidiary of its Subsidiaries, including Seller Bank, immediately prior to the Effective Time for acts or omissions occurring prior to the Effective Time, with coverage and amounts appropriate for the size and scope of the Bank Seller Holdco and the Transferred Subsidiaries its Subsidiaries, including Seller Bank, in amounts consistent with the coverage existing as of the Closing, with respect to acts or omissions occurring prior to the Closing that were committed by such officers and directors in their capacity as such; provided, however, that in no event shall the Purchaser or the Surviving Bank be required to expend for such insurance policy an annual premium amount in excess of two-hundred fifty percent (250%) of the annual premiums currently paid by the Seller Holdco or Seller Bank for such insurance.