Common use of Furnishing Information and Indemnification Clause in Contracts

Furnishing Information and Indemnification. Premier and the Premier Subsidiaries, on the one hand, and the Bank, 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 Bank with the Federal Reserve Board, the Federal Deposit Insurance Corporation 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 Bank 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 Bank, and Bank 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 Bank, and Bank will indemnify and hold harmless Premier and each of the Premier Subsidiaries, each of their or the Premier Subsidiaries' and the Bank's 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 Traders and the Traders’ Subsidiary Bank, 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 Bank Traders with the Federal Reserve Board, the Federal Deposit Insurance Corporation Corporation, the Kentucky Office of Financial Institutions 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 Bank Traders 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 BankTraders, and Bank Traders 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 Traders and Traders’ Subsidiary Bank, and Bank Traders will indemnify and hold harmless Premier and each of the Premier Subsidiaries, and each of their or the Premier Subsidiaries' and the Bank's 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 SubsidiariesState Banks, on the one hand, and the First Bank, on the other hand, at the respective sole cost and expense of each of them, 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, Premier Bank or First Bank with the Federal Reserve Board, the Federal Deposit Insurance Corporation 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 First Bank 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 First Bank, and First Bank 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 First Bank, and First Bank will indemnify and hold harmless Premier and each of the Premier SubsidiariesState Banks, and each of their or the Premier Subsidiaries' and the Bank's 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 reasonable 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 First National and the Bank, 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 Bank First National with the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Kentucky Department 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 Bank First National 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 BankFirst National, and Bank First National 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 First National and Bank, and Bank First National will indemnify and hold harmless Premier and each of the Premier Subsidiaries, and each of their or the Premier Subsidiaries' and the Bank's 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.