Common use of Furnishing Information and Indemnification Clause in Contracts

Furnishing Information and Indemnification. Premier and the Premier Subsidiaries, on the one hand, and Xxxxx and the Xxxxx Subsidiary Banks, on the other hand, have furnished or will furnish as soon as practicable after the date of this Agreement, to each other all the information (including financial statements, information and schedules) concerning themselves required for inclusion in: (a) any applications to be filed by any of Premier or Xxxxx with the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Kentucky Office of Financial Institutions, the Bureau of Financial Institutions of the Commonwealth of Virginia, State Corporation Commission and the West Virginia Board of Banking and Financial Institutions; (b) the registration statement to be filed with the Securities and Exchange Commission on behalf of under the Securities Act of 1933 in connection with the Merger and the proxy statement to solicit the approval of Xxxxx and Premier shareholders to the Merger, and any documents to be filed with the Securities and Exchange Commission in connection therewith; (c) any filings to be made by Premier with state securities authorities in connection with the transactions contemplated hereunder; and (d) any other request, application, statement, report or material to be made or filed by any party to or with any regulatory authority or any governmental agency, department or instrumentality in connection with the transactions contemplated hereunder. Premier represents and warrants to Xxxxx, and Xxxxx represents and warrants to Premier, that all information so furnished for such requests, statements, applications, reports and materials shall be true and correct in all material respects without omission of any material fact required to be stated to make the information therein not false or misleading. Premier will indemnify and hold harmless Xxxxx and Xxxxx Subsidiary Banks, and Xxxxx will indemnify and hold harmless Premier and each of the Premier Subsidiaries, and each of their respective directors and officers, and each person, if any, who controls such entities within the meaning of the Securities Act of 1933, from and against any and all losses, damages, expenses or liabilities to which such entity, or any such director, officer or controlling person may become subject under applicable laws (including the Securities Act of 1933 and the Securities Exchange Act of 1934) and rules and regulations thereunder and will reimburse the other, and any such director, officer or controlling person, for any legal or other expenses reasonably incurred in connection with investigating or defending any actions, whether or not resulting in liability, insofar as such losses, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any such request, statement, application, report or material or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing in connection therewith by such indemnifying party for use therein.

Furnishing Information and Indemnification. Premier and the Premier Subsidiaries, on the one hand, and Xxxxx and the Xxxxx Subsidiary Banks, on the other hand, have The Company has furnished or will furnish as soon as practicable after the date of this Agreement, to each other all Brouxxxxx xxx the information (including financial statements, information and schedules) concerning themselves required for requested by Brouxxxxx xxx inclusion in: (a) any applications The registration statement or other statement to be filed by any of Premier or Xxxxx filed, in connection with the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Kentucky Office of Financial Institutions, the Bureau of Financial Institutions of the Commonwealth of Virginia, State Corporation Commission and the West Virginia Board of Banking and Financial Institutions;an initial public (b) the registration statement to be filed with the Securities and Exchange Commission on behalf of under the Securities Act of 1933 in connection with the Merger and the proxy statement to solicit the approval of Xxxxx and Premier shareholders to the Merger, and any documents to be filed with the Securities and Exchange Commission in connection therewith; (c) any Any filings to be made by Premier with Brouxxxxx xxxh state securities authorities in connection with the transactions contemplated hereunder; and (dc) any Any other request, application, statement, report or material to be made or filed by any party to or with any regulatory authority or any governmental agency, department or instrumentality in connection with the transactions contemplated hereunder. Premier The Company represents and warrants to XxxxxBrouxxxxx, and Xxxxx represents and warrants to Premier, that xxat all information so furnished for such requests, statements, applications, reports and materials shall be true and correct in all material respects without omission of any material fact required to be stated to make the information therein not false or misleading. Premier The Company will indemnify and hold harmless Xxxxx and Xxxxx Subsidiary Banks, and Xxxxx will indemnify and hold harmless Premier and each of the Premier Subsidiaries, and each of their respective Brouxxxxx xxx its directors and officers, and each person, if any, who controls such entities within the meaning of the Securities Act of 19331933 Act, from and against any and all losses, damages, expenses or liabilities to which such entity, or any such director, officer or controlling person may become subject under applicable laws (including the Securities 1933 Act of 1933 and the Securities Exchange Act of 1934) and rules and regulations thereunder and will reimburse the other, and any such director, officer or controlling person, for any legal or other expenses reasonably incurred in connection with investigating or defending any actions, whether or not resulting in liability, insofar as such losses, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any such request, statement, application, report or material or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing in connection therewith by such indemnifying party for use therein.

Furnishing Information and Indemnification. Premier and the Premier SubsidiariesThe parties to this Plan have furnished, on the one hand, and Xxxxx and the Xxxxx Subsidiary Banks, on the other hand, have furnished or will furnish as soon as practicable after the date of this AgreementPlan, to each other all such information as the information (including financial statements, information and schedules) other has requested or may request concerning themselves itself required for inclusion in: (ai) any applications (or waivers therefrom) to be filed on behalf of Newco with the Federal Reserve for authority to consummate the Holding Company Merger and applications to be filed by any of Premier or Xxxxx with the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Kentucky Office of Financial Institutions, the Bureau of Financial Institutions of the Commonwealth of Virginia, State Corporation Commission and the West Virginia Board of Banking and Financial Institutions; (b) the registration statement to be filed with the Securities and Exchange Commission on behalf of under the Securities Act of 1933 in connection Surety Bank with the Merger and Comptroller for authority to consummate the proxy statement to solicit the approval of Xxxxx and Premier shareholders to the Bank Merger, and any documents to be filed with the Securities and Exchange Commission in connection therewith; (c) any filings to be made by Premier with state securities authorities in connection with the transactions contemplated hereunder; and (dii) any other request, application, statement, report or material to be made or filed by any party Surety, Surety Bank, Newco, First Midlothian or First Bank to or with any regulatory authority or any governmental agency, department or instrumentality in connection with the transactions contemplated hereunderin this Plan, in the Merger Agreements, or otherwise. Premier represents Surety, Surety Bank, the Directors, First Midlothian and warrants First Bank each represent and warrant to Xxxxxthe other that, to their best knowledge, information and Xxxxx represents and warrants to Premierbelief, that all information so furnished for such requests, statements, applications, reports and materials material shall be true and correct in all material respects without omission omissions of any material fact required to be stated to make the information therein not false or misleading. Premier Surety and Surety Bank, on the one hand, and the Directors, First Midlothian and First Bank, on the other hand, will indemnify and hold harmless Xxxxx and Xxxxx Subsidiary Bankseach other, and Xxxxx will indemnify and hold harmless Premier and each of the Premier Subsidiaries, and each of their respective other's directors and officers, and each person, if any, who controls such entities the other within the meaning of the Securities Act of 19331933 Act, from and against any and all losses, damages, expenses or liabilities to which such entitythe other, or any such director, officer or controlling person may become subject under applicable laws (including the Securities Bank Holding Company Act of 1933 and the Securities Exchange Act of 19341956, as amended) and rules and regulations thereunder and will reimburse the other, and any such director, officer or controlling person, person for any legal or other expenses reasonably incurred in connection with investigating or defending any actions, actions whether or not resulting in liability, insofar as such losses, damages, expenses, liabilities liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any such request, statement, application, report or material or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing in connection therewith by such indemnifying party expressly for use therein.

Furnishing Information and Indemnification. Premier Bank and the Premier Subsidiaries, on the one hand, and Xxxxx and the Xxxxx Subsidiary Banks, on the other hand, Bancshares have furnished or will furnish as soon as practicable after the date of this Agreement, to each other Premier all the information (including financial statements, information and schedules) concerning themselves required for inclusion in: (a) any applications to be filed by any of Premier or Xxxxx with the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Kentucky Office of Financial Institutions, the Bureau of Financial Institutions of the Commonwealth of Virginia, State Corporation Commission and the West Virginia Board Division of Banking and Financial Institutions; (b) the registration statement to be filed with the Securities and Exchange Commission on behalf of under the Securities Act of 1933 in connection with the Merger and the proxy statement to solicit the approval of Xxxxx and Premier shareholders to the Merger, and any documents to be filed with the Securities and Exchange Commission in connection therewith; (c) any filings to be made by Premier with state securities authorities in connection with the transactions contemplated hereunder; and (d) any other request, application, statement, report or material to be made or filed by any party to or with any regulatory authority or any governmental agency, department or instrumentality in connection with the transactions contemplated hereunder. Bank and Bancshares, jointly and severally, represent and warrant to Premier represents and warrants to Xxxxx, and Xxxxx represents and warrants to Premier, that all information so furnished for such requests, statements, applications, reports and materials shall be true and correct in all material respects without omission of any material fact required to be stated to make the information therein not false or misleading. Premier will indemnify Bank and hold harmless Xxxxx and Xxxxx Subsidiary Banks, and Xxxxx Bancshares will indemnify and hold harmless Premier and each of the Premier SubsidiariesPFBI, and each of their respective directors and officers, and each person, if any, who controls such entities within the meaning of the Securities Act of 1933, from and against any and all losses, damages, expenses or liabilities to which such entity, or any such director, officer or controlling person may become subject under applicable laws (including the Securities Act of 1933 and the Securities Exchange Act of 1934) and rules and regulations thereunder and will reimburse the otherPremier and PFBI, and any such director, officer or controlling person, for any legal or other expenses reasonably incurred in connection with investigating or defending any actions, whether or not resulting in liability, insofar as such losses, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any such request, statement, application, report or material or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing in connection therewith by such indemnifying party for use therein.