Common use of D&O Indemnification Clause in Contracts

D&O Indemnification. (a) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Purchaser shall cause the Surviving Corporation to indemnify and hold harmless each present and former officer and director of the Company (the "Indemnified Parties"), against all claims, losses, liabilities, damages, judgments, fines, fees, costs or expenses, including, without limitation, attorneys' fees and disbursements (collectively, "Costs"), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including, without limitation, this Agreement and the transactions and actions contemplated hereby and giving effect to the consummation of such transactions and actions), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the Certificate of Incorporation or By-Laws of the Company as in effect on the date hereof, including provisions relating to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation. Without limiting the foregoing, in the event that any claim, action, suit, proceeding or investigation is brought against an Indemnified Party (whether arising before or after the Effective Time), the Indemnified Party may retain counsel satisfactory to such Indemnified Party and reasonably satisfactory to Purchaser and Purchaser shall, or shall cause the Surviving Corporation to, advance the fees and expenses of such counsel for the Indemnified Party in accordance with the Certificate of Incorporation or By-Laws of the Company in effect on the date of this Agreement. (b) [Reserved] (c) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 4.07 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation.

D&O Indemnification. (a) From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Purchaser shall and the Surviving Corporation will, and Purchaser will cause the Surviving Corporation to (or, if the Surviving Corporation is dissolved or merged into any other entity, will use commercially reasonable efforts to cause the successor of the Surviving Corporation's business to), indemnify and hold harmless each present and former director and officer and director of the Company (in each case, when acting in such capacity), determined as of the Effective Time (the "Indemnified PartiesDirectors and Officers"), against any and all claimsLosses to the extent arising or resulting from, losses, liabilities, damages, judgments, fines, fees, costs or expenses, including, without limitation, attorneys' fees and disbursements (collectively, "Costs"), incurred in connection with with, any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including, without limitation, including in connection with this Agreement and or the transactions and or actions contemplated hereby and giving effect to the consummation of such transactions and actionshereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under the Delaware Law and its Certificate of Incorporation or By-Laws of the Company as Bylaws, in each case in effect on the date hereof, including provisions relating immediately prior to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation. Without limiting the foregoing, in the event that any claim, action, suit, proceeding or investigation is brought against an Indemnified Party (whether arising before or after the Effective Time), to indemnify such person, and the Indemnified Party may retain counsel satisfactory to such Indemnified Party and reasonably satisfactory to Purchaser Surviving Corporation shall, and Purchaser shall, or shall cause the Surviving Corporation or its successor to, also advance expenses as incurred to the fees and fullest extent permitted under applicable law; provided that the person to whom expenses of are advanced provides an undertaking to repay such counsel for the Indemnified Party in accordance with the Certificate of Incorporation or By-Laws of the Company in effect on the date of this Agreementadvances if it is ultimately determined that such person is not entitled to indemnification. (b) [Reserved]Purchaser will cause the Surviving Corporation to (or, if the Surviving Corporation is dissolved or merged into any other entity, will use commercially reasonable efforts to cause the successor of the Surviving Corporation's business to) fulfill the Company's obligations to the Indemnified Directors and Officers pursuant to any director and officer indemnification agreement in place prior to the Closing and pursuant to the Company's Bylaws or the Certificate, in each case, in effect immediately prior to the Effective Time. (c) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation For six (whether arising before, at or after the Effective Time6) is made against any Indemnified Party, on or prior to the sixth anniversary of years from the Effective Time, Purchaser shall cause the Surviving Corporation to (or, if the Surviving Corporation is dissolved or merged into any other entity, will use commercially reasonable efforts to cause the successor of the Surviving Corporation's business to) maintain in effect a prepaid "tail policy" purchased by the Company prior to Closing for the directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policies (true, correct and complete copies of which have been heretofore delivered to Purchaser). (d) The provisions of this Section 4.07 10 are (i) intended to be for the benefit of, and shall continue be enforceable by, the Indemnified Directors and Officers and (ii) shall be in effect until the final disposition of addition to, and not in substitution of, any other rights to indemnification or contribution that any such claim, action, suit, proceeding person may have by contract or investigationotherwise.

D&O Indemnification. (a) From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Purchaser Parent shall cause the Surviving Corporation to indemnify indemnify, defend and hold harmless each present and current or former director, officer and director or employee of the Company or any of its Subsidiaries or fiduciary of the Company or any of its Subsidiaries under any Company Benefit Plans or any Person who is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, trustee or employee of another Person (the "each, an “Indemnified Parties"Party”), and any Person who becomes an Indemnified Party between the date hereof and the Effective Time, against all claims, losses, liabilities, damagesany costs or expenses (including reasonable attorneys’ fees), judgments, fines, feeslosses, costs claims, damages or expenses, including, without limitation, attorneys' fees and disbursements (collectively, "Costs"), liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (includingTime, without limitation, this Agreement and including the transactions and actions contemplated hereby and giving effect to the consummation of such transactions and actions)Contemplated Transactions, whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted under such indemnification is required by the Certificate Company’s or such Subsidiary’s certificate or articles of Incorporation incorporation, bylaws or By-Laws of the Company as in effect on the date hereof, including provisions relating to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation. Without limiting the foregoingsimilar organizational documents, in the event that any claim, action, suit, proceeding or investigation is brought against an Indemnified Party (whether arising before or after the Effective Time), the Indemnified Party may retain counsel satisfactory each case as made available to such Indemnified Party and reasonably satisfactory to Purchaser and Purchaser shall, or shall cause the Surviving Corporation to, advance the fees and expenses of such counsel for the Indemnified Party in accordance with the Certificate of Incorporation or By-Laws of the Company in effect on the date of this AgreementParent. (b) [Reserved] (c) Notwithstanding anything herein Prior to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Party, on or prior to the sixth anniversary of the Effective Time, the Company shall obtain and fully pay the premium for the extension of the Company’s directors’ and officers’ liability insurance policy set forth on Schedule 6.4(b) (complete and accurate copies of which have been heretofore made available to Parent) (the “Existing D&O Policy”) in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered by the Existing D&O Policy for a period of six years after the Effective Time; provided that the Company shall not pay in the aggregate more than three hundred percent (300%) of the amount of the aggregate annual premium paid by the Company for the current policy term for such policy (which annual premium is set forth on Schedule 6.4 of the Company Disclosure Schedules) (the “D&O Cap” ”). It is understood and agreed that if the aggregate premiums for the coverage set forth in this Section 6.4(b) would exceed the D&O Cap, the Company shall be obligated to pay for the maximum available coverage as may be obtained by the Company for such D&O Cap. (c) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors and officers, as the case may be, of the Company or the Company’s Subsidiaries as provided in their respective articles of incorporation or bylaws or other organization documents shall survive the Merger and shall continue in full force and effect in accordance with their terms. (d) The provisions of this Section 4.07 6.4 shall continue in effect until survive consummation of the final disposition Merger and the Bank Consolidation and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives, each of such claim, action, suit, proceeding or investigationwhich is a third-party beneficiary of this Section 6.4.