Indemnification by the Bank. The Bank hereby indemnifies the Company and its Related Parties against, and agrees to hold them harmless from, any and all Damages incurred or suffered by any of them arising out of or in any way related to any misrepresentation, breach of any warranty, or nonperformance of any covenant made by the Bank under this Agreement.
Indemnification by the Bank. The Bank agrees to indemnify the Depositary, any Depositary’s Agent, any Transfer Agent and any Registrar against, and hold each of them harmless from and against, any fee, loss, claim, penalty, fine, settlement, judgment, damage liability, cost and expense (including reasonable attorneys’ fees and expenses) that may arise out of, or in connection with, its acting as Depositary, Depositary’s Agent, Transfer Agent or Registrar, respectively, under this Deposit Agreement and the Receipts, except for any liability arising out of the willful misconduct, gross negligence, or bad faith (each as finally determined by a court of competent jurisdiction) on the part of any such person or persons. The obligations of the Bank set forth in this Section 5.6 shall survive any resignation or removal of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.
Indemnification by the Bank. The Bank will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Bank to any such holder, Electing Holder or underwriter, or any amendment or supplement thereto, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such Electing Holder and such underwriter for any reasonable and duly documented legal or other expenses incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Bank shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Bank by such person expressly for use therein.
Indemnification by the Bank. The Bank shall indemnify and hold the ---------------------------- Fund harmless from and against any and all losses, damages, costs, charges, legal fees, payments, expenses and liability arising out of or attributed to any action or failure or omission to act by the Bank as a result of the Bank's lack of good faith, gross negligence, willful misconduct, knowing violation of law or fraud.
Indemnification by the Bank. To the maximum extent permitted by and consistent with Section 317 of the California Corporations Code (“Section 317”) and the Articles of Incorporation and the Bylaws of the Bank, the Bank shall defend and indemnify Employee for expenses, judgments, fines, settlements and other amounts actually incurred by Employee in connection with any proceeding to which Employee is a party by reason of the fact that Employee is or was an agent of the Bank (as defined in Section 317). The Bank shall advance on behalf of Employee all costs, including attorneys’ fees, as necessary with respect to any such proceeding. In the event any applicable law shall require the issuance of an undertaking by Employee, such shall be acceptable without bond, collateral, or any other security being given by Employee in connection therewith. This provision shall survive the termination of this Agreement for any reason. The Bank hereby covenants and agrees that it will not alter its Articles of Incorporation or Bylaws such as to make them any less favorable for Employee regarding such indemnification.
Indemnification by the Bank. Notwithstanding Section 5.3 to the contrary, the Bank shall indemnify the Depositary, any Depositary’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken by the Bank in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Bank and the rights of the Depositary set forth in this Section 5.6 shall survive any succession of any Depositary, Registrar or Depositary’s Agent.
Indemnification by the Bank. The Bank shall, to the fullest extent permitted by law, indemnify, defend and hold harmless Employee from and against any and all loss, damage, expense (including court costs and reasonable attorneys’ fees), suit, action, claim, liability, or obligation (collectively, “Liability”) to which Employee may become subject related to or caused by the Bank or any of its affiliates, or arising from the performance or nonperformance of duties as an employee, officer or director of the Bank or any of its affiliates, unless such Liability is in any way attributable to the negligence, gross misconduct, repeated or blatant insubordination, theft or other criminal act of Employee, as determined by a final adjudication by a court or tribunal of competent jurisdiction. The Bank shall continue to maintain directors’ and officers’ liability insurance in commercially reasonable amounts (but in no event less than as in effect on the Effective Date) and the Employee shall be covered under such insurance to the same extent as other senior management employees and directors of the Bank. The Bank agrees that it shall not amend its bylaws so as to limit the Bank’s ability to indemnify Employee.
Indemnification by the Bank. The Bank and Parent shall jointly and severally indemnify and hold harmless Elavon, its affiliates, their respective successors and assigns, and their respective directors, officers, employees, consultants and agents (each an “Elavon Protected Party”) from any liability, loss, damage, diminution in value, cost, claim, consequential damages, suit, action or expense, including reasonable attorneys’ and accountants’ fees and expenses CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP (collectively, “Elavon Loss”), incurred by a Elavon Protected Party that results from or arises out of (i) any breach or inaccuracy of any representation or warranty of the Bank set forth in this Agreement or any other Purchase Document, whether such breach or inaccuracy exists or is made as of the Closing Date or the Effective Date; (ii) the breach by the Bank or Parent of any of their covenants or agreements contained in this Agreement or any other Purchase Document; (iii) any liability or obligation, contingent or otherwise, of the Bank or Parent, or otherwise arising from or relating to the Bank’s Merchant Business, exclusive of the Assumed Liabilities; (iv) violations of law, governmental rules or regulations, Credit Card Association rules or regulations, EFT Network rules and regulations, or wrongdoing or negligence by the Bank or Parent in performing obligations in connection with this Agreement; (v) the TK Global Agreements, the TK Global Merchants (but only to the extent arising out of or relating to the TK Global Agreements or an act or omission by the Bank relating thereto), or any obligation, claim or other action arising out of or relating to the TK Global Agreements or the TK Global Merchants (but only to the extent arising out of or relating to the TK Global Agreements or an act or omission by the Bank relating thereto), including without limitation, any claims for chargebacks, assessments, interchange fees, transaction fees, fines, penalties or other fees or charges; (vi) the acts or omissions of TIB or its affiliates in connection with the entry by the Bank or Parent into this Agreement and the consummation of the sale of the Assets Sold or in connection with the transition activities contemplated by Article III hereof; and (vii) any act relating to the Bank by the CDFI, FDIC or other governmental entity, including without limitation, the appointment of the CDFI, FDIC or any other governmental entity as conservator or receiver of the Bank.
Indemnification by the Bank. The Bank shall indemnify and hold harmless the Purchaser from and against: (i) any and all claims, losses and liabilities, reasonable and necessary legal fees and related costs, judgments and any other costs, fees or expenses that the Purchaser may sustain in any way related to claims of third parties related to (A) the failure of the Bank to perform its obligations as seller under the terms of this Agreement, (B) the breach of any representation or warranty, covenant or other agreement of the Bank set forth in this Agreement, (C) the use, ownership or operation by the Bank or any Affiliate thereof of a Financed Vehicle or (D) claims or disputes of Obligors with respect to HNB GAP; (ii) any taxes that may at any time be asserted against any such indemnified party with respect to, and as of the date of, the conveyance of the Conveyed Assets to the Purchaser, including any sales, gross receipts, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to the ownership of the Conveyed Assets or federal or state income taxes arising out of the transactions contemplated by this Agreement); and (iii) any and all claims, losses and liabilities, reasonable and necessary legal fees and related costs, judgments and any other costs, fees or expenses that the Purchaser may sustain in any way related to the failure of the Bank to perform its obligations as servicer under the terms of this Agreement and Applicable Law. The provisions of this Section 10.01 shall not be construed to limit any other rights or remedies that the Purchaser may otherwise have under this Agreement.
Indemnification by the Bank. The Bank will indemnify and hold Xx. Xxxxxxxxxx harmless pursuant to those certain Indemnification Agreements dated October 29, 1998 and executed by Xx. Xxxxxxxxxx and HCC and also to the extent provided for in the Bank's bylaws as to officers and/or directors of the Bank and HCC.
