Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. 14.1 Each Party (the "Indemnifying Party") shall indemnify, hold harmless and defend any other Party (the "Indemnified Party") against any and all Third Party claims resulting from the Indemnifying Party's breach of a representation, warranty or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known to the Indemnified Party (the "Claim Notice"). (b) the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance program.

Indemnification; Insurance. 14.1 Each Party (the "Indemnifying Party") shall indemnify, hold harmless and defend any other Party (the "Indemnified Party") against any and all Third Party claims resulting from the Indemnifying Party's breach of a representation, warranty or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunderFrom and after the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to indemnify and hold harmless each present and former director and officer of the Company (the “Indemnified Party shall Parties”), against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with reasonable promptness notify the Indemnifying Party of such any claim, including a copy action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, by reason of the claim made if fact that such individual is or was a director or officer of the claim Company, or is or was made serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in writing, specifying the nature respect of such claim and relevant facts known actions or omissions occurring at or prior to the Indemnified Party Effective Time, to the fullest extent permitted under the Restated Certificate of Incorporation and Bylaws of the Company as of the date hereof, and shall advance fees and expenses (including attorneys fees) as incurred to the "Claim Notice")fullest extent permitted under the Restated Certificate of Incorporation and Bylaws of the Company as of the date hereof. (b) The Surviving Corporation shall be entitled to assume the Indemnifying defense of any action, suit, investigation or proceeding and the Surviving Corporation shall not be liable to any Indemnified Party for any legal expenses of separate counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Party advises that there are issues that raise conflicts of interest between the Surviving Corporation and the Indemnified Party, the Indemnified Party may retain counsel reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall have pay all reasonable fees and expenses of such counsel for the sole right to defendIndemnified Party promptly as statements therefor are received; provided that the Surviving Corporation shall not be liable for the fees of more than one counsel for all Indemnified Parties, control other than one local counsel in each jurisdiction, unless a conflict of interest shall be caused thereby, and manage by appropriate proceedings with counsel of provided further that the Indemnifying Party's choice, or settle or otherwise resolve such claimSurviving Corporation shall not be liable for any settlement effected without its written consent. (c) For six (6) years after the Effective Time, the Surviving Corporation shall maintain in effect the Company’s current directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those Company officers and directors who are currently covered by the Company’s directors’ and officers’ liability insurance policy on terms with respect to such coverage and amount no less favorable to the Company’s directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided that the Surviving Corporation may substitute therefor policies of Parent or its Subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided further that in no event shall the Surviving Corporation be required to pay aggregate annual premiums for insurance under this Section 6.6(c) in excess of 200% of the aggregate premiums paid by the Company for the fiscal year ended September 30, 2005 (which amount is set forth on Section 6.6 to the Company Disclosure Schedule) on an annualized basis for such purpose and, if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to use its reasonable best efforts obtain a policy with the greatest coverage available for a cost not exceeding such amount. In lieu of the purchase of such insurance, the Surviving Corporation may in its discretion purchase a six-year extended reporting period endorsement under the Company’s directors’ and officers’ liability insurance coverage providing at least the same level of insurance coverage as would otherwise be required to be maintained by the Surviving Corporation under this Section 6.6(c). (d) If Parent, the Surviving Corporation or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties or assets to any Person, then, in each case, Parent shall cause such action to be taken as may be necessary so that such Person shall assume all of the applicable obligations set forth in this Section 6.6. (e) Notwithstanding anything herein to the contrary and to the fullest extent permitted by Law, if any action, suit or proceeding is brought against any Indemnified Party desires and written notice of such action, suit or proceeding is provided to hire additional counsel Parent by such Indemnified Party, on or prior to the sixth anniversary of its choicethe Effective Time, the provisions of this Section 6.6 shall continue in effect with respect to such action, suit or proceeding until the final disposition thereof. (f) This Section 6.6 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Indemnified Parties and their respective heirs, executors and personal representatives, and shall be binding on all successors and assigns of the Company, Parent and the Surviving Corporation. This Section 6.6 shall not limit or otherwise adversely affect any rights any Indemnified Party may do so at have under any agreement with the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified PartyCompany. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance program.

Indemnification; Insurance. 14.1 Each Party (the "Indemnifying Party"a) The Company shall, and shall indemnifycause its Subsidiaries to, indemnify and hold harmless each Covered Person and defend any other Party (the "Indemnified Party") Manager to the fullest extent permitted by applicable law from and against any and all Third Party claims resulting losses, claims, demands, costs, damages, liabilities (joint or several), obligations, expenses of any nature (including reasonable legal and accounting fees and expenses, costs of investigation and sums paid in settlement), judgments, fines, settlements, and other amounts (“Indemnified Costs”) arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnifying Party's Covered Person may be involved, or threatened to be involved as a party or otherwise, incurred by reason of any act or omission performed or omitted by such Covered Person from and after the Effective Date in good faith on behalf of the Company and its Subsidiaries and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, regardless of whether the Covered Person is a Covered Person at the time any such Indemnified Cost is paid or incurred, except that neither the Manager nor any Covered Person shall be entitled to be indemnified in respect of (and this provision shall not reduce or limit the liability of a Covered Person with respect to) any Indemnified Cost incurred by such Covered Person by reason of such Covered Person’s fraud, gross negligence, intentional misconduct or bad faith violation of the implied contractual covenant of good faith and fair dealing or such Covered Person’s breach of a representationthis Agreement or other agreement with the Company or a Subsidiary to which such Covered Person is a party, warranty and with respect to the Manager or the Day-to-Day Operating Manager, a breach of fiduciary duties; provided, however, that any indemnity under this Section 3.18 shall be provided out of and to the extent of the assets of the Company and its Subsidiaries (including insurance) only, and no Covered Person shall have any personal liability on account thereof. Further, the Company shall not indemnify the Manager or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: Covered Person in connection with a proceeding (aor part thereof) upon receipt initiated by such Person or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such Person’s Affiliates, against the Company or any Subsidiary or any other Covered Person, whether by direct claim, including counterclaim or otherwise, unless the initiation thereof was approved or ratified by the Board. The Company may cause each of its Subsidiaries to execute a copy of the claim made if the claim was made joinder agreeing to assume responsibility for its obligations pursuant to this Section 3.18 and to act in writing, specifying the nature of such claim and relevant facts known to the Indemnified Party (the "Claim Notice")accordance herewith. (b) Notwithstanding any other provision of this Section 3.18 or otherwise in this Agreement, the Indemnifying Party Company shall, and shall have cause its Subsidiaries to, reimburse Indemnified Costs incurred by the sole right to defend, control and manage by appropriate proceedings Manager or a Covered Person in connection with counsel such Person’s appearance as a witness on behalf of the Indemnifying Party's choice, Company or settle its Subsidiaries or otherwise resolve other participation at the request of the Company or a Subsidiary in a proceeding involving or affecting the Company or its Subsidiaries at a time when the Manager or a Covered Person in connection with such claimPerson’s appearance as a witness on behalf of the Company or the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or Covered Person is not a named defendant or respondent in the proceeding. (c) if The indemnification provided by this Section 3.18 shall be in addition to any other rights to which the Indemnified Party desires Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or a Covered Person may be entitled under any agreement or determination of the Board, both as to hire additional counsel the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of its choicethe Company or the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company, the Indemnified Party may do so at Manager or the Indemnified Party's sole cost Covered Person’s capacity as the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or the Manager or a Covered Person, and expense. Upon as to an action in another capacity, and shall continue as to the Manager and a determination Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Manager and each Covered Person. (d) The Company shall have the power to purchase and maintain insurance on behalf of any Person who is or was an Indemnifying Party's agent of the Company against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status against such liability under this Sectionthe provisions of Section 3.18 or under applicable law. Further, that Indemnifying Party the Company shall reimburse maintain director and officer insurance covering the Indemnified Party for all indemnifiable costs Manager and expenses incurred members of the Board of Members in an amount to be determined by the Indemnified PartyBoard, but in any event no less than $1,000,000 for each incident and $10,000,000 total. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance program.

Indemnification; Insurance. 14.1 Each Party At all times following the Merger, the Surviving Corporation shall indemnify all present and former directors or officers of the Company and its Subsidiaries (the "Indemnifying Party") shall indemnify, hold harmless and defend any other Party (the "“Indemnified Party"Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties or liabilities (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, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and all Third shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties’ agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party claims resulting may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Indemnifying Party's breach of Effective Time Company’s current directors’ and officers’ liability insurance and fiduciary liability insurance and indemnification policy (or a representation, warranty or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claimpolicy providing substantially similar coverage, including a copy prepaid “tail” policy) (the “D&O Insurance”) for all persons who are directors and officers of the claim made if Company and its Subsidiaries covered by the claim was made Company’s D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in writing, specifying excess of 300% of the nature of such claim and relevant facts known annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided, further, that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The Surviving Corporation shall maintain in effect for a period of not less than six years from the Effective Time, in its certificate of incorporation and bylaws, provisions substantially identical to Article X of the certificate of incorporation of the Company and Article VI of the bylaws of the Company, respectively, as currently in effect. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party (the "Claim Notice")and his or her heirs and representatives. (b) the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance program.

Indemnification; Insurance. 14.1 Each Party (the "Indemnifying Party") Nexstar shall indemnifyindemnify and hold Mission and its officers, hold directors, stockholders, agents, and employees harmless and defend any other Party (the "Indemnified Party") against any and all Third Party claims liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the Indemnifying Party's breach advertising or other material furnished by Nexstar for broadcast on the Stations, along with any fine or forfeiture imposed by the FCC because of a representation, warranty the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. 14.2 All claims . The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s reasonable approval, provided, however, that no claim may be asserted settled by an indemnifying party without the consent of the indemnified party, and resolved as follows: (a) upon receipt or notification of any claim for which provided further, that if an Indemnifying Party would be liable to an Indemnified Party hereunderindemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known indemnifying party’s liability will be limited to the Indemnified Party amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (the "Claim Notice"). (bA) the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standardsno more than $100,000. Each Party shall provide will name the other with written notice at least 15 days prior to any cancellation or material change in such insurance programparty as an additional insured on these policies.

Indemnification; Insurance. 14.1 Each Party (a) From and after the "Indemnifying Party"consummation of the Merger and for six years thereafter, the Surviving Corporation shall cause WPZ and its wholly-owned Subsidiaries to maintain all rights of indemnification (including rights to advancement of expenses and exculpation from liability) shall indemnifyexisting in favor of the present and former directors and officers of WPZ and such Subsidiaries (collectively, hold harmless and defend any other Party (the "Indemnified PartyParties") against on terms no less favorable than those provided in the certificates of incorporation and bylaws of such entities on the date of this Agreement with respect to matters occurring prior to the Effective Time, subject to any and all Third Party claims resulting from the Indemnifying Party's breach limitations provided by applicable Law; provided that, as a condition to any advancement or reimbursement of a representation, warranty expenses hereunder or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunderthereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy of the claim made if the claim was made agree in writing, specifying the nature of such claim and relevant facts known writing to promptly repay to the Surviving Corporation the amount of any such advance or reimbursement if it shall be judicially determined by judgment or order of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified by the Surviving Corporation in connection with such matter. To the extent consistent with the foregoing, the Surviving Corporation shall cause each of WPZ and its Subsidiaries (or any of their successors) to perform all of their respective obligations under those Indemnification Agreements listed on Exhibit 7.7 attached hereto. Parent acknowledges that all directors, officers and employees of Subsidiaries of WPZ that are not wholly-owned Subsidiaries who are also directors, officers or employees of WPZ are serving in their capacities at such Subsidiaries at the "Claim Notice")direction and request of WPZ. (b) The Surviving Corporation shall cause to be maintained in effect from the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel consummation of the Indemnifying Party's choiceMerger and for six years thereafter the current policies (other than the excess liability policy procured in March 2001) for directors' and officers' liability insurance maintained by WPZ for the benefit of the Indemnified Parties (copies of which have been provided to Parent and have not been subsequently modified or amended) for those Indemnified Parties that are currently covered by such policies, including coverage with respect to claims arising from facts or settle events that occurred at or otherwise resolve prior to the consummation of the Merger (provided that Parent may substitute therefor policies of at least the same coverage containing terms and conditions that are not materially less advantageous), with respect to matters occurring prior to the Effective Time, to the extent such claiminsurance is available to Parent in the market; provided that if the aggregate annual premiums for such insurance during such period shall exceed 200% of the per annum rate of premium paid by WPZ as of the date hereof for such insurance, then the Surviving Corporation shall provide a policy with the best coverage as shall then be available at 200% of such rate. (c) if In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of the Surviving Corporation honor the indemnification obligations set forth in this Section 7.7. (d) The obligations of WPZ and Parent under this Section 7.7 shall not be terminated, modified or assigned in such a manner so as to adversely affect any Indemnified Party without the consent of such Indemnified Party (it being expressly agreed that the Indemnified Party desires to hire additional counsel Parties shall be third-party beneficiaries of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified PartySection 7.7). 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance program.

Indemnification; Insurance. 14.1 Each Party (a) From and after the Effective Time, BOKF (the "Indemnifying Party") shall indemnify, indemnify and hold harmless each present and defend any other Party former director, officer, and employee of CNBT and the Bank determined as of the Effective Time (the "Indemnified PartyParties") against any and all Third Party claims resulting from the Indemnifying Party's breach of a representationcosts or expenses (including reasonably attorneys' fees), warranty judgments, fines, losses, claims, damages, or liabilities (collectively, "Costs") incurred in connection with any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy action, suit, proceeding, or investigation, whether civil or criminal, administrative, or investigative, arising out of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent to which such Indemnified Party (Parties were entitled under the "Claim Notice")Articles of Incorporation, Certificate of Incorporation, Articles of Association and Bylaws of CNBT, Delaware, and the Bank. (b) Any Indemnified Party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the indemnifying Party of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding, or investigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall have the sole right to defendassume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, control except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party and manage by appropriate proceedings with the Indemnified Parties, the Indemnified Parties may retain counsel of which is reasonably satisfactory to the Indemnifying Party's choice, or settle or otherwise resolve and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such claimcounsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the Indemnified Parties will cooperate in the defense of any such matter, and (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent. (c) if BOKF shall maintain its existing policy of directors and officers liability insurance (or comparable coverage) for a period of not less than three years after the Indemnified Party desires Effective Time; which policy shall be amended, however, to hire additional counsel include the directors and officers of CNBT, Delaware, and the Bank, and which shall be a "claims made" policy providing coverage for (among other things) acts or omissions occurring prior to the Effective Time. (d) In the event that BOKF or any of its choicerespective 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 consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, the Indemnified Party may do so at successors and assigns of such entity shall assume the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under obligations set forth in this SectionAgreement, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue obligations are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each director and officer covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance programhereby.

Indemnification; Insurance. 14.1 Each Party (the "Indemnifying Party") Cadila shall indemnify, defend, and hold harmless Novavax and defend any other Party (the "Indemnified Party") its affiliates, directors, officers, employees, and agents against any and all Third Party claims resulting from losses, costs, expenses, and damages, including but not limited to reasonable attorneys fees and costs of investigation, arising out of any third party suit, action or proceeding and attributable to the Indemnifying Party's breach negligence or willful misconduct of a representationCadila or arising out of Cadila’s failure to perform the Services in compliance with the terms and conditions of this Agreement. Novavax shall indemnify, warranty defend, and hold harmless Cadila and its affiliates, directors, officers, employees, and agents against any and all losses, costs, expenses, and damages, including but not limited to reasonable attorneys fees and costs of investigation, arising out of any third party suit, action or any proceeding and attributable to the negligence or willful misconduct of Novavax in connection with its obligations under this Agreement. 14.2 All Agreement or to the use, development, manufacture or commercialization by or for Novavax or any licensee of any Novavax IP Rights, or any products or services utilizing or covered by the same. Any party seeking indemnification under this Agreement shall provide prompt written notice to the indemnifying party identifying the claim or potential claim giving rise to the indemnification; provided that failure to provide such notice shall not remove the obligation to indemnify unless and to the extent such failure prejudices the indemnifying party. The indemnifying party shall have the right to assume the defense of any claims for that are the subject of indemnification at its expense, provided that if there are defenses available to the indemnified party in conflict with the indemnifying party’s defense, then the indemnified party may retain its own counsel at the indemnifying party’s expense. No party shall be asserted and resolved as follows: (a) upon receipt settle or notification of compromise any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, indemnification has been requested without the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy prior approval of the claim made if other party. Each party shall secure and maintain in full force and effect throughout the claim was made in writingperformance of each Project Plan policies of general liability, specifying the nature of such claim product liability and relevant facts known other insurance having policy limits, deductibles and other terms appropriate to the Indemnified Party (the "Claim Notice"). (b) the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel conduct of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if Services and the Indemnified Party desires party’s business and to hire additional counsel of its choice, cover the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability that could arise under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs Agreement and expenses incurred by the Indemnified Partythis Section 9.9 specifically. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance program.

Indemnification; Insurance. 14.1 Each Party Licensees agree to indemnify Licensor and its affiliates (the "Indemnifying Party"including Nicklaus) shall indemnify, for and hold them harmless from and defend any other Party (the "Indemnified Party") against any and all Third Party obligations, losses, costs, expenses, damages, liabilities or claims, including attorneys' fees, arising out of claims resulting from asserted by third parties which are related in any way to Licensees' business of operating the Indemnifying PartyGolf Facilities, provided however, that the foregoing indemnification shall not apply to (i) any obligations or liabilities of GB Golf or its affiliates, and any obligations of Old GBGC assumed by GB Golf or chargeable to it under its Stock Purchase Agreement with Family Golf, or (ii) any liability incurred by a party seeking indemnification as a result of such party's breach own negligence or willful misconduct. In the event that an indemnified party is joined as a party defendant in any legal action instituted against a Licensee by a third party as a result of such Licensee's activities, Licensees shall undertake to defend and shall continue to defend against any such asserted liability and shall pay all reasonable costs of defense related thereto, including, but not limited to, the cost and expense of independent counsel, if any, retained by such indemnified party in the event of a representationconflict which prevents joint defense of the claim, warranty and Licensees shall indemnify and hold the indemnified parties harmless in the event of a settlement or adverse judgment against any of them. Licensor agrees to notify Licensees promptly after receiving notice of any threat of proceedings that would require the Licensees to indemnify Licensor or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt affiliated party hereunder, or notification of the commencement of any claim for proceedings which an Indemnifying Party would be liable require such indemnification, but the failure to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known to the Indemnified Party (the "Claim Notice"). (b) the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder Licensees promptly shall not relieve the Indemnifying Party Licensees of any liability which the Indemnifying Party may have obligations to indemnify Licensor or its affiliates except to the Indemnified Party unless extent that the failure to give such prompt notice materially and adversely prejudiced has jeopardized the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue Licensees' ability to be covered by a comprehensive defend the pending claims. During the term of this Agreement, Licensees shall maintain in force at all times general liability insurance program that covers all in an amount not less than two million dollars ($2,000,000) per occurrence per Golf Facility, which insurance shall cover liabilities arising out of the business activities of Licensees at such Party's activities Golf Facilities and shall insure Licensees' obligations hereunder, including adequate products liability coverage to defend and indemnify Licensor and its affiliates as provided herein. Licensor shall have the right to receive a copy of each policy of insurance issued hereunder and shall be listed as a party to receive notice from the insurer in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any event of a cancellation or material change in any such insurance programpolicy.

Indemnification; Insurance. 14.1 Each Party (a) The Company shall indemnify and hold harmless the Observer, the Alternate Observer and the Investor Director (the "Indemnifying Party") shall indemnify, hold harmless and defend any other Party (the "“Indemnified Party"”) from and against any and all Third losses, claims, causes of action, damages, liabilities and expenses, including attorney’s fees (collectively, “Losses”), to which the Indemnified Party claims resulting from may become subject, insofar as such Losses (or actions in respect thereof) arise out of, relate to, or are based upon such Indemnified Party’s services pursuant to the Indemnifying terms of this Agreement, or such Indemnified Party's breach ’s exercise of a representation, warranty his or any obligations her rights under this Agreement. The Company will pay or reimburse the Indemnified Party for such Losses as they are incurred, including, without limitation, for amounts incurred in connection with investigating or defending any such Loss or action in respect thereof. 14.2 All claims for indemnification shall be asserted and resolved as follows: (ab) upon Promptly after receipt or notification of any claim for which an Indemnifying Party would be liable to by an Indemnified Party hereunderof notice of the commencement of any action, such Indemnified Party will, if a claim for indemnification in respect of such action is to be made under this Section 4, notify the Company in writing of the commencement thereof, but the delay or omission to so notify the Company will not relieve the Company from any liability under this Section 4 unless such omission or delay materially prejudices the Company. In case any such action is brought against an Indemnified Party, and such Indemnified Party notifies the Company of the commencement thereof, the Company will be entitled, to the extent it may wish, to participate in the defense thereof, with separate counsel, at its sole cost and expense. Such participation shall not relieve the Company of the obligation to pay or reimburse the Indemnified Party for reasonable legal and other expenses incurred by the Indemnified Party in defending himself or herself. The Company shall pay all reasonable legal fees and expenses of Indemnified Party in the defense of such claims or actions. (c) In addition to, and notwithstanding the foregoing, the Indemnified Party shall with reasonable promptness notify be entitled to all rights to indemnification and exculpation, to the Indemnifying Party of such claimsame extent and in the same manner, including a copy as are made available to any other Director as of the claim made if date hereof, together with any and all incremental rights added thereto following the claim was made date hereof. Until a Termination Event, unless required by applicable law, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Indemnified Party (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). (d) Promptly upon (and in writingany event within 14 days of) the designation of any Observer and any Alternate Observer or the election of the Investor Director, specifying each of the nature Observer, the Alternate Observer the Investor Director, on the one hand, and the Company, on the other hand, shall enter into an indemnification agreement, which shall include customary confidentiality provisions, in form reasonably acceptable to each of such claim the Investor Parties, on the one hand, and relevant facts known the Company, on the other hand (each, an “Indemnification Agreement”). (e) The Company hereby acknowledges that the Indemnified Parties may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, “Other Indemnitors”). The Company hereby agrees, to the extent it is determined pursuant to the terms and conditions of this Agreement or an Indemnification Agreement that the Company has an obligation to indemnify or advance expenses to an Indemnified Party for a particular matter, (i) that it is the indemnitor of first resort (i.e., its obligations to the Indemnified Party (are primary and any obligation of any Other Indemnitor to advance expenses or to provide indemnification for the "Claim Notice"). (b) the Indemnifying Party shall have the sole right to defend, control and manage same expenses or liabilities incurred by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if the Indemnified Party desires are secondary), (ii) that it shall be required to hire additional counsel advance the full amount of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice Party and shall be liable for the full amount of all Losses to the Indemnifying extent legally permitted and as required by the terms of this Agreement, an Indemnification Agreement, and/or any directors and officers liability insurance of the Company or its subsidiaries, without regard to any rights the Indemnified Party may have against the Other Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any actual, threatened kind in respect thereof. The Company further agrees that no advancement or possible payment by the Other Indemnitors on behalf of the Indemnified Party with respect to any claim or demand for which may give rise to the Indemnified Party has sought indemnification from the Company shall affect the foregoing and the Other Indemnitors shall have a right of indemnification hereunder shall not relieve contribution and/or be subrogated to the Indemnifying Party extent of any liability which such advancement or payment to all of the Indemnifying Party may have to rights of recovery of the Indemnified Party unless against the failure to give such notice materially Company. The Company and adversely prejudiced the Indemnifying PartyIndemnified Party agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 4(e). 14.4 Each Party represents and warrants that it is covered and will continue (f) The Company shall cause to be covered by maintained in effect a comprehensive general policy of liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance an amount determined by the Board to be reasonable and customary and, for so long as the Investor Director serves as a Director, maintain such coverage with industry standardsrespect to such Investor Director. Each Party With respect to each Observer, the Company shall use commercially reasonable efforts to maintain in effect a policy of liability insurance coverage for the Observer against liability that may be asserted against or incurred by him or her in his or her capacity as Observer which is equivalent in scope and amount to that provided to the other Directors and no less protective of the Observer than such policies. Upon removal or resignation of any Observer or any Investor Director for any reason, the Company shall take all actions reasonably necessary to extend coverage under the policy of liability insurance for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event. Upon request, the Company shall provide the any Observer and any Investor Director, or his or her counsel, with a copy of all directors’ liability insurance applications, binders, policies, declarations, endorsements and other with written notice at least 15 days prior to any cancellation or material change in such insurance programrelated materials.

Indemnification; Insurance. 14.1 Each Party (a) From and after the "Indemnifying Party"consummation of the Merger and for six years thereafter, the Surviving Corporation shall cause WPZ and its wholly-owned Subsidiaries to maintain all rights of indemnification (including rights to advancement of expenses and exculpation from liability) shall indemnifyexisting in favor of the present and former directors and officers of WPZ and such Subsidiaries (collectively, hold harmless and defend any other Party (the "Indemnified PartyParties") against on terms no less favorable than those provided in the certificates of incorporation and bylaws of such entities on the date of this Agreement with respect to matters occurring prior to the Effective Time, subject to any and all Third Party claims resulting from the Indemnifying Party's breach limitations provided by applicable Law; provided that, as a condition to any advancement or reimbursement of a representation, warranty expenses hereunder or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunderthereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy of the claim made if the claim was made agree in writing, specifying the nature of such claim and relevant facts known writing to promptly repay to the Surviving Corporation the amount of any such advance or reimbursement if it shall be judicially determined by judgment or order of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified by the Surviving Corporation in connection with such matter. To the extent consistent with the foregoing, the Surviving Corporation shall cause each of WPZ and its Subsidiaries (or any of their successors) to perform all of their respective obligations under those Indemnification Agreements listed on EXHIBIT 7.7 attached hereto. Parent acknowledges that all directors, officers and employees of Subsidiaries of WPZ that are not wholly-owned Subsidiaries who are also directors, officers or employees of WPZ are serving in their capacities at such Subsidiaries at the "Claim Notice")direction and request of WPZ. (b) The Surviving Corporation shall cause to be maintained in effect from the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel consummation of the Indemnifying Party's choiceMerger and for six years thereafter the current policies (other than the excess liability policy procured in March 2001) for directors' and officers' liability insurance maintained by WPZ for the benefit of the Indemnified Parties (copies of which have been provided to Parent and have not been subsequently modified or amended) for those Indemnified Parties that are currently covered by such policies, including coverage with respect to claims arising from facts or settle events that occurred at or otherwise resolve prior to the consummation of the Merger (provided that Parent may substitute therefor policies of at least the same coverage containing terms and conditions that are not materially less advantageous), with respect to matters occurring prior to the Effective Time, to the extent such claiminsurance is available to Parent in the market; provided that if the aggregate annual premiums for such insurance during such period shall exceed 200% of the per annum rate of premium paid by WPZ as of the date hereof for such insurance, then the Surviving Corporation shall provide a policy with the best coverage as shall then be available at 200% of such rate. (c) if In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of the Surviving Corporation honor the indemnification obligations set forth in this SECTION 7.7. (d) The obligations of WPZ and Parent under this SECTION 7.7 shall not be terminated, modified or assigned in such a manner so as to adversely affect any Indemnified Party without the consent of such Indemnified Party (it being expressly agreed that the Indemnified Party desires to hire additional counsel Parties shall be third-party beneficiaries of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified PartySECTION 7.7). 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance program.

Indemnification; Insurance. 14.1 Each Party Indemnification 7.1 Timberline agrees that rights to indemnification for acts or omissions occurring prior to the Effective Time existing as of the date of this Agreement in favour of the directors or officers of Staccato as provided in constating documents in effect of the date of this Agreement, shall survive the Arrangement and shall continue in full force and effect until the earlier of the expiration of the applicable statute of limitations with respect to any claims against directors or officers of Staccato arising out of such acts or omissions and the sixth anniversary of the Effective Date, and Timberline hereby assumes, effective on consummation of the Arrangement, all such liability with respect to any matters arising prior to the Effective Time. 7.2 If this Agreement is terminated, each party (the "Indemnifying Party") shall indemnify, hold harmless and defend any hereto undertakes with the other Party parties hereto (the "Indemnified Party") to hold the Indemnified Party fully and effectually indemnified from and against all losses, claims, damages, liabilities, actions or demands (including amounts paid in any settlement approved by the Indemnifying Party of any action, suit, proceeding or claim but excluding lost profits and all consequential damages), to which such Indemnified Party may become subject insofar as such losses, claims, damages, liabilities, actions or demands arise out of any action, suit, proceeding or claim brought by any Third Party claims resulting from the Indemnifying Party's (" Third Party Claim ") and which are based upon any breach of a representation, warranty warranty, covenant or obligation of the Indemnifying Party contained in this Agreement or any obligations under this Agreement. 14.2 All claims certificate or notice delivered by it in connection herewith, and will reimburse such Indemnified Party for indemnification shall be asserted and resolved as follows:any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Third Party Claim .. (a) upon Promptly after receipt or notification of any claim for which an Indemnifying Party would be liable to by an Indemnified Party hereunderof notice of a possible Third Party Claim referred to in Section 7.1 hereof, such Indemnified Party, if a claim in respect thereof is to be made against the Indemnifying Party under such Section, shall provide the Indemnifying Party with written particulars thereof; provided that failure to provide the Indemnifying Party with such particulars shall not relieve such Indemnifying Party from any liability which it might have on account of the indemnity provided for in this Section 7 except insofar as such failure shall prejudice such Indemnifying Party. The Indemnified Party shall with reasonable promptness notify also provide to the Indemnifying Party copies of all relevant documentation and, unless the Indemnifying Party assumes the defence thereof, shall keep such claim, including a copy Indemnifying Party advised of the claim made if progress thereof and will discuss with the claim was made in writing, specifying the nature of such claim and relevant facts known to the Indemnified Indemnifying Party (the "Claim Notice")all significant actions proposed. (b) An Indemnifying Party shall be entitled, at its own expense, to participate in (and, to the extent that it may wish, to assume) the defence of any such Third Party Claim but such defence shall be conducted by counsel of good standing approved by the Indemnified Party, such approval not to be unreasonably withheld. Upon the Indemnifying Party notifying the Indemnified Party of its election so to assume the defence and retaining such counsel, the Indemnifying Party shall have the sole right not be liable to defend, control and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and any legal or other expenses subsequently incurred by it in connection with such defence other than for reasonable costs of investigation. If such defence is assumed by the Indemnifying Party, it shall, through the course thereof, provide copies of all relevant documentation to the Indemnified Party. 14.3 The , keep such Indemnified Party's failure to give reasonably prompt notice to Party advised of the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder progress thereof and shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to discuss with the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance program.significant actions

Indemnification; Insurance. 14.1 Each Party (a) From and after the Effective Time the BOKF (the "Indemnifying Party") shall indemnify, indemnify and hold harmless each present and defend any other Party former director, officer and employee of Park Cities and FNB determined as of the Effective Time (the "Indemnified PartyParties") against any and all Third Party claims resulting from the Indemnifying Party's breach of a representationcosts or expenses (including reasonably attorneys' fees), warranty judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy action, suit, proceeding or investigation, whether civil or criminal, administrative or investigative, arising out of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent to which such Indemnified Party (Parties were entitled under the "Claim Notice")Articles of Agreement, Certificate of Incorporation and Bylaws of Park Cities, PC Corporation and FNB. (b) Any Indemnified Party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the indemnifying Party of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall have the sole right to defendassume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, control except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party and manage by appropriate proceedings with the Indemnified Parties, the Indemnified Parties may retain counsel of which is reasonably satisfactory to the Indemnifying Party's choice, or settle or otherwise resolve and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such claimcounsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent. (c) if BOKF shall maintain its existing policy of directors and officers liability insurance (or comparable coverage) for a period of not less than three years after the Indemnified Party desires Effective Date; which policy shall be amended, however, to hire additional counsel include the directors and officers of Park Cities, PC Corporation and FNB, and which shall be a "claims made" policy providing coverage for (among other things) acts or omissions occurring prior to the Effective Time. (d) In the event that BOKF or any of its choicerespective 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 consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, the Indemnified Party may do so at successors and assigns of such entity shall assume the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under obligations set forth in this SectionAgreement, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue obligations are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each director and officer covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance programhereby.

Indemnification; Insurance. 14.1 15.1 Each Party (the "Indemnifying Party") party shall indemnify, defend, and hold harmless the other party and defend its parent, subsidiaries and affiliates (including their employees, officers and directors), from any other Party liability, claims, judgments, costs or expenses (including, without limitation, reasonable attorneys' fees) arising from any claim or allegation that may be made by a third party for bodily injury, including death, to persons or damage to property which is caused by the "Indemnified Party") against any and all Third Party claims resulting from negligence or willful misconduct of the Indemnifying Partyindemnifying party. As an express condition to each party's breach of a representation, warranty or any obligations under this Agreement. 14.2 All Section 15.1, the indemnifying party will have sole control of the settlement or defense of claims for and allegations, but the party entitled to indemnification may participate in the defense or settlement at its own expense and the indemnifying party shall not make any settlement, admission or statement (i) of any wrongdoing or liability on the part of the indemnified party, or (ii) that would require any performance obligation on the indemnified party, or (iii) inhibit the indemnified party from conducting business, without the prior written consent of such indemnified party. Further, the indemnifying party shall be asserted and resolved as follows: (a) upon receipt or notification relieved of any its obligations under this Section with respect to a claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness extent that the indemnifying party it is prejudiced by indemnifying party's failure to promptly notify the Indemnifying Party of such claim, including a copy indemnifying party of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known event giving rise to the Indemnified Party (the "Claim Notice"). (b) the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. 15.2 PARAGON shall maintain during its performance under this Agreement Comprehensive General Liability Insurance, including contractual, products liability and broad form vendors' endorsement with limits of $1,000,000 in primary plus $4,000,000 in excess combined single limit per occurrence coverage for bodily injury and property damage. PARAGON shall also maintain (ca) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Partyemployer's liability under this Sectioninsurance with a minimum liability limit of $500,000 plus $500,000 in excess coverage and, that Indemnifying Party shall reimburse (b) workers' compensation, with the Indemnified Party statutory requirement for all indemnifiable costs and expenses incurred by the Indemnified Partycoverage. 14.3 The Indemnified Party's failure 15.3 Such insurance shall be primary and non-contributory with respect to give reasonably prompt notice any insurance which SI/BAKER may have and SI/BAKER shall be named as an additional insured ox xxxh policies for whxxx xdditional insured coverage is available. Prior to the Indemnifying Party commencement of any actualthe Term, threatened or possible claim or demand which may give rise PARAGON shall furnish to SI/BAKER a right certificate of indemnification hereunder insurance evidencing that such insurance is in xxxxct. The certificate shall not relieve the Indemnifying Party also state that SI/BAKER shall be notified by PARAGON's insurance carrier(s) within thirxx (00) days of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change to the foregoing insurance. PARAGON shall in such event furnish a new certificate in the event of cancellation or expiration of any insurance programevidencing that replacement coverage is in effect.

Indemnification; Insurance. 14.1 Each Party (a) For a period of three (3) years from and after the Closing Date, Purchaser (the "Indemnifying Party") shall indemnify, indemnify and hold harmless each present and defend any other Party former director, officer and employee of the Bank determined as of the Closing Date (the "Indemnified PartyParties") against any and all Third Party claims resulting from the Indemnifying Party's breach of a representationcosts or expenses (including reasonable attorneys' fees), warranty judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy action, suit, proceeding or investigation whether civil or criminal, administrative or investigative, arising out of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known matters existing or occurring prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date to the fullest extent to which such Indemnified Party (Parties were entitled under the "Claim Notice")Bank Constituent Documents. (b) the Indemnifying Any Indemnified Party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall have the sole right to defend, control and manage by appropriate proceedings with counsel of promptly notify the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if but the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder so notify shall not relieve the Indemnifying Party of any liability which it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before, on or after the Closing Date), (i) the Indemnifying Party may shall have the right to assume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party unless and the failure Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to give such notice materially and adversely prejudiced the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent. 14.4 Each Party represents (c) Purchaser shall maintain its existing policy of directors and warrants that it is covered and will continue to be covered by a comprehensive general officers liability insurance program that covers all (or comparable coverage) for a period of such Party's activities not less than three (3) years after the Closing Date; which policy shall be amended, however, to include the directors and obligations hereunderofficers of the Bank currently covered under the policy held by the Bank, including adequate products liability and which shall be a "claims made" policy providing coverage in accordance with industry standards. Each Party shall provide the for (among other with written notice at least 15 days things) acts or omissions occurring prior to any cancellation or material change in such insurance programthe Closing Date.

Indemnification; Insurance. 14.1 A. Service Provider will indemnify, defend, and hold harmless Consumer, its directors, officers, employees, agents, representatives, successors, and assigns (“Indemnitees”) from and against all third party claims (including claims by Consumer’s employees) of loss, liability, cost and expenses, fines and penalties, including the reasonable cost of defense of such claims, due to personal injury, death or property damage to the extent such personal injury, death or property damage is caused by the negligent acts or omissions of Service Provider. B. Consumer will indemnify, defend, and hold harmless Service Provider, its directors, officers, employees, agents, representatives, successors, and assigns (“Indemnitees”) from and against all third party claims (including claims by Service Provider’s employees) of loss, liability, cost and expenses, fines and penalties, including the reasonable cost of defense of such claims, due to personal injury, death or property damage to the extent such personal injury, death or property damage is caused by the negligent acts or omissions of Consumer. C. Each Party (the "Indemnifying Party") shall indemnifyhereby expressly agrees to waive any provision of any workers’ compensation act, hold harmless and defend any disability or other Party (the "Indemnified Party") against any and all Third Party claims resulting from the Indemnifying Party's breach of a representationemployee benefits laws, warranty or any similar laws granting the indemnifying Party rights and immunities as an employer to the extent necessary for the indemnifying Party to adhere to its obligations under this Agreement.above in paragraphs A and B. 14.2 All claims for D. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification shall be asserted and resolved as follows: (a) upon receipt or notification give prompt written notice to the indemnifying Party of any claim for which an Indemnifying Party would matter that may be liable subject to an Indemnified Party hereunderindemnification, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party promptly after learning of such claim; provided that, including a copy any delay in providing such notification shall not relieve the indemnifying Party of its indemnification obligations hereunder except to the extent, if any, that such delay prejudices the indemnifying Party’s ability to successfully defend such claim. If such claim falls within the scope of the claim made if indemnification obligations of this provision, then the claim was made in writing, specifying indemnifying Party shall assume the nature defense of such claim and relevant facts known to the Indemnified Party (the "Claim Notice"). (b) the Indemnifying claim. The indemnified Party shall have cooperate with the sole right to defendindemnifying Party in such defense. The indemnified Party may, control at its option and manage expense, be represented by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expensechoice in any action or proceeding with respect to such claim. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying The indemnifying Party shall reimburse the Indemnified Party not be liable for all indemnifiable any litigation costs and or expenses incurred by the Indemnified indemnified Party without the indemnifying Party. 14.3 ’s written consent, such consent not to be unreasonably withheld. The Indemnified indemnifying Party shall not settle any such claim if such settlement does not fully and unconditionally release the indemnified Party from all liability relating thereto, unless the indemnified Party otherwise agrees in writing. The indemnifying Party's failure ’s obligations under this article will not apply to give reasonably prompt notice to the Indemnifying Party any settlement, adjustment or compromise of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve made by the Indemnifying indemnified Party of any liability which without the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying indemnifying Party’s prior written consent. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance program.

Indemnification; Insurance. 14.1 Each Party (the "Indemnifying Party") Nexstar shall indemnifyindemnify and hold Mission and its officers, hold directors, stockholders, agents, and employees harmless and defend any other Party (the "Indemnified Party") against any and all Third Party claims liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the Indemnifying Party's breach advertising or other material furnished by Nexstar for broadcast on the Stations, along with any fine or forfeiture imposed by the FCC because of a representation, warranty the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and hold Nexstar and its officers, directors, members, agents, and employees harmless from any failure by Mission to broadcast advertising material furnished by Nexstar expect as permitted by Section 8 of this Agreement. Indemnification shall include all liability, costs, and expenses, including counsel fees (at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. 14.2 All claims . The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable cooperation of the claiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party's reasonable approval, provided, however, that no claim may be asserted settled by an indemnifying party without the consent of the indemnified party, and resolved as follows: (a) upon receipt or notification of any claim for which provided further, that if an Indemnifying Party would be liable to an Indemnified Party hereunderindemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known indemnifying party's liability will be limited to the Indemnified Party amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (the "Claim Notice"). (bA) the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all with reputable companies covering their activities under this Agreement, in an amount not less than One Million Dollars ($1,000,000.00); (B) worker's compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standardsno more than $100,000. Each Party shall provide will name the other with written notice at least 15 days prior to any cancellation or material change in such insurance programparty as an additional insured on these policies.

Indemnification; Insurance. 14.1 Each Party Licensees agree to indemnify Licensor and its affiliates (the "Indemnifying Party"including Nicklaus) shall indemnify, for and hold them harmless from and defend any other Party (the "Indemnified Party") against any and all Third Party obligations, losses, costs, expenses, damages, liabilities or claims, including attorneys' fees, arising out of claims resulting from asserted by third parties which are related in any way to Licensees' business of operating the Indemnifying PartyGolf Facilities, provided however, that the foregoing indemnification shall not apply to (i) any obligations or liabilities of Licensor or its affiliates, and any obligations of Old GBGC assumed by Licensor or chargeable to it under its Stock Purchase Agreement with Family Golf, or (ii) any liability incurred by a party seeking indemnification as a result of such party's breach own negligence or willful misconduct. In the event that an indemnified party is joined as a party defendant in any legal action instituted against a Licensee by a third party as a result of such Licensee's activities, Licensees shall undertake to defend and shall continue to defend against any such asserted liability and shall pay all reasonable costs of defense related thereto, including, but not limited to, the cost and expense of independent counsel, if any, retained by such indemnified party in the event of a representationconflict which prevents joint defense of the claim, warranty and Licensees shall indemnify and hold the indemnified parties harmless in the event of a settlement or adverse judgment against any of them. Licensor agrees to notify Licensees promptly after receiving notice of any threat of proceedings that would require the Licensees to indemnify Licensor or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt affiliated party hereunder, or notification of the commencement of any claim for proceedings which an Indemnifying Party would be liable require such indemnification, but the failure to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known to the Indemnified Party (the "Claim Notice"). (b) the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder Licensees promptly shall not relieve the Indemnifying Party Licensees of any liability which the Indemnifying Party may have obligations to indemnify Licensor or its affiliates except to the Indemnified Party unless extent that the failure to give such prompt notice materially and adversely prejudiced has jeopardized the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue Licensees' ability to be covered by a comprehensive defend the pending claims. During the term of this Agreement, Licensees shall maintain in force at all times general liability insurance program that covers all in an amount not less than two million dollars ($2,000,000) per occurrence per Golf Facility, which insurance shall cover liabilities arising out of the business activities of Licensees at such Party's activities Golf Facilities and shall insure Licensees' obligations hereunder, including adequate products liability coverage to defend and indemnify Licensor and its affiliates as provided herein. Licensor shall have the right to receive a copy of each policy of insurance issued hereunder and shall be listed as a party to receive notice from the insurer in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any event of a cancellation or material change in any such insurance programpolicy.

Indemnification; Insurance. 14.1 Each Party (the "Indemnifying Party") shall indemnify, hold harmless and defend any other Party (the "Indemnified Party") against any and all Third Party claims resulting from the Indemnifying Party's breach of a representation, warranty or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt From and after the Effective Time through the third anniversary of the Effective Time, BSVN and its successors (the “Indemnitor Party”) shall indemnify and hold harmless each director, officer and employee of WBI and the Bank, determined as of the Effective Time (the “Indemnitee Parties”), against any costs or notification 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 matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, only and to the fullest extent to which WBI or the Bank, as applicable, is or was required by law or its certificate of incorporation or bylaws to indemnify such Indemnitee Parties and in the manner to which it could indemnify such parties under the certificate of incorporation or bylaws of WBI or the Bank, in each case as in effect on the date hereof, provided, however, that all rights to indemnification in respect of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, asserted or made within such period shall continue until the Indemnified Party shall with reasonable promptness notify the Indemnifying Party final disposition of such claim, including a copy of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known to the Indemnified Party (the "Claim Notice"). (b) Any Indemnitee Party wishing to claim indemnification under Section 6.8(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Indemnitor Party thereof, but the failure to so notify shall not relieve the Indemnitor Party of any liability it may have to such Indemnitee Party if such failure does not materially prejudice the Indemnitor Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnitor Party shall have the sole right to defendassume the defense thereof and the Indemnitor Party shall not be liable to such Indemnitee Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnitee Parties in connection with the defense thereof, control except that if the Indemnitor Party elects not to assume such defense or counsel for the Indemnitee Parties advises that there are issues which raise conflicts of interest between the Indemnitor Party and manage the Indemnitee Parties, the Indemnitee Parties may retain counsel which is reasonably satisfactory to the Indemnitor Party, and the Indemnitor Party shall pay the reasonable fees and expenses of such counsel for the Indemnitee Parties (which may not exceed one firm in any jurisdiction); (ii) the Indemnitee Parties will cooperate in the defense of any such matter; (iii) the Indemnitor Party shall not be liable for any settlement effected without its prior written consent; and (iv) the Indemnitor Party shall have no obligation hereunder in the event that a federal or state banking agency or a court of competent jurisdiction shall determine that indemnification of an Indemnitee Party in the manner contemplated hereby is prohibited by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claimapplicable laws and regulations. (c) if Promptly following the Indemnified Party desires execution and delivery of this Agreement, WBI and the Bank shall obtain and provide to hire additional counsel BSVN such information as BSVN shall reasonably request regarding an extension of its choicethe reporting period under WBI and the Bank’s existing directors’ and officers’ liability coverage for acts and omissions occurring prior to the Closing Date, including the cost associated with purchasing extended coverage for a three-year period under substantially the current terms of WBI and the Bank’s existing directors’ and officers’ liability insurance. Subject to the prior written approval of BSVN, the Indemnified Party may do so at WBI and the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party Bank shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give cause such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue extended coverage to be covered by purchased for a comprehensive general liability insurance program that covers all three-year period following the Closing Date. The cost of such Party's activities extended coverage shall be borne 100% by WBI and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance programBank and included as a WBI Transaction Expense).

Indemnification; Insurance. 14.1 Each Party (a) From and after the Effective Time, BOKF (the "Indemnifying Party") shall indemnify, indemnify and hold harmless each present and defend any other Party former director, officer and employee of Chaparral and CCNB determined as of the Effective Time (the "Indemnified PartyParties") against any and all Third Party claims resulting from the Indemnifying Party's breach of a representationcosts or expenses (including reasonably attorneys' fees), warranty judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy action, suit, proceeding or investigation, whether civil or criminal, administrative or investigative, arising out of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent to which such Indemnified Party (Parties were entitled under the "Claim Notice")Articles of Incorporation, Certificate of Incorporation, Articles of Association and Bylaws of Chaparral, Delaware and CCNB. (b) Any Indemnified Party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the indemnifying Party of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall have the sole right to defendassume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, control except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party and manage by appropriate proceedings with the Indemnified Parties, the Indemnified Parties may retain counsel of which is reasonably satisfactory to the Indemnifying Party's choice, or settle or otherwise resolve and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such claimcounsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent. (c) if BOKF shall maintain its existing policy of directors and officers liability insurance (or comparable coverage) for a period of not less than three years after the Indemnified Party desires Effective Time; which policy shall be amended, however, to hire additional counsel include the directors and officers of Chaparral, Delaware and CCNB, and which shall be a "claims made" policy providing coverage for (among other things) acts or omissions occurring prior to the Effective Time. (d) In the event that BOKF or any of its choicerespective 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 consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, the Indemnified Party may do so at successors and assigns of such entity shall assume the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under obligations set forth in this SectionAgreement, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue obligations are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each director and officer covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance programhereby.

Indemnification; Insurance. 14.1 Each Party (the "Indemnifying Party") shall You agree to indemnify, defend, and hold harmless us, our affiliates, and defend our and their respective shareholders, directors, officers, employees, agents, successors and assignees (collectively, “Indemnified Parties”) against, and to reimburse any other Party (one or more of the "Indemnified Party") against Parties for, all third party claims, any and all Third Party taxes, and any and all claims resulting and liabilities directly or indirectly arising from the Indemnifying Party's breach operation of the STORE, including claims or holdings that we were directly, indirectly or vicariously negligent in any degree. For purposes of this indemnification, the reference to “claims and liabilities” (collectively called “Claims” and individually called a representation“Claim”) means all obligations and damages (actual, warranty consequential, or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted otherwise) suffered as a result, and resolved as follows: (a) upon receipt or notification of costs reasonably incurred in defending, any claim for which asserted against any of the Indemnified Parties, including, without limitation, reasonable accountants’, arbitrators’, attorneys’, and expert witness fees, costs of investigation and proof of facts, court costs, other expenses of litigation, arbitration, or alternative dispute resolution, and travel and living expenses. Each Indemnified Party may defend any claim against it at your expense and agree to settlements or take any other remedial, corrective or other actions. An Indemnified Party need not seek recovery form an Indemnifying Party would be liable insurer or other third party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against you. You agree that a failure to pursue such recover or to mitigate a loss will not reduce or alter the amounts that an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known to the Indemnified Party (the "Claim Notice"). (b) the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expenserecover from you. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. You agree that we will be covered by a comprehensive named as an additional insured under the STORE’s general liability insurance program policy and that covers all you will periodically furnish evidence of such Party's activities your insurance coverage and our status as additional insured upon our request. Compliance with the foregoing requirement relating to our general liability insurance shall not abrogate or diminish your obligations hereunder, including adequate products liability coverage to indemnify us as provided in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance programthis Section.

Indemnification; Insurance. 14.1 Each Party (a) For a period of four (4) years from and after the Effective Time, Trustmark (the "“Indemnifying Party"”) shall indemnify, indemnify and hold harmless each present and defend any other Party former director, officer and employee of Republic determined as of the Effective Time (the "“Indemnified Party"Parties”) against any and all Third Party claims resulting from the Indemnifying Party's breach of a representationcosts or expenses (including reasonable attorneys’ fees), warranty judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy action, suit, proceeding or investigation whether civil or criminal, administrative or investigative, arising out of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent to which such Indemnified Party (the "Claim Notice")Parties were entitled under Republic’s Articles of Association, Bylaws and applicable laws. (b) the Indemnifying Any Indemnified Party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall have the sole right to defend, control and manage by appropriate proceedings with counsel of promptly notify the Indemnifying Party's choice, or settle or otherwise resolve such claim. (c) if but the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder so notify shall not relieve the Indemnifying Party of any liability which it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnifying Party may shall have the right to assume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party unless and the failure Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to give such notice materially and adversely prejudiced the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the Indemnified Parties will cooperate in the defense of any such matter, and (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent. 14.4 Each Party represents (c) Trustmark shall use its commercially reasonable efforts to maintain its existing policy of directors and warrants that it is covered and will continue to be covered by a comprehensive general officers liability insurance program that covers all (or comparable coverage) for a period of such Party's activities not less than four (4) years after the Effective Time; which policy shall be amended, however, to include the directors and obligations hereunderofficers of Republic currently covered under the policy held by Republic, including adequate products liability and which shall be a “claims made” policy providing coverage in accordance with industry standards. Each Party shall provide the for (among other with written notice at least 15 days things) acts or omissions occurring prior to any cancellation or material change in such insurance programthe Effective Time.