Indemnification of Corporation and Receiver. From and after Bank Closing, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a); and (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a).
Appears in 2 contracts
Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement
Indemnification of Corporation and Receiver. From and after Bank Closing, the Assuming Institution Bank agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any of the following:
(a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution Bank pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution Bank or any Subsidiary or Affiliate of the Assuming InstitutionBank, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a); and
(b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution Bank with respect to Assets transferred to the Receiver pursuant to Section 3.4 or 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (SCBT Financial Corp)
Indemnification of Corporation and Receiver. From and after the Bank ClosingClosing Date, the Assuming Institution Bank agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any of the following:
(a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution Bank pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution Bank or any Subsidiary or Affiliate of the Assuming InstitutionBank, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a); andand
(b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution Bank with respect to Assets transferred to the Receiver pursuant to Section 3.4 or 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a).12.1(a).
Appears in 1 contract
Samples: Purchase and Assumption Agreement