Common use of Indemnification of Indemnitees Clause in Contracts

Indemnification of Indemnitees. From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank or any Subsidiary or Affiliate of the Failed Bank that are not assumed by the Assuming Bank pursuant to this Agreement or subsequent to the execution hereof by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

Indemnification of Indemnitees. From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities or assets of the Failed Bank or any Subsidiary or Affiliate of the Failed Bank thereof that are not assumed or purchased by the Assuming Bank pursuant to this Agreement or subsequent to the execution hereof by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

Indemnification of Indemnitees. From and after the Bank Closing Date and subject to the limitations set forth in this Section 12.1 and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' ’ fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.212.2(d), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank or any Subsidiary or Affiliate of the Failed Bank that are not assumed by the Assuming Bank Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Bank Institution or any Subsidiary or Affiliate of the Assuming Bank Institution for which indemnification is provided hereunder in provided: (a) of hereunder in this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:12.1(b): (1i) claims based on the rights of any shareholder or former shareholder as such ofof (A) the Failed Bank, or (B) any Subsidiary or Affiliate of the Failed Bank; (ii) claims based on the rights of any creditor as such of the Failed Bank, or any creditor as such of any director, officer, employee or agent of the Failed 52 Basic P&A Agreement Version 6.2P – PURCHASE AND ASSUMPTION AGREEMENT Basic P&A Agreement

Indemnification of Indemnitees. From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank or any Subsidiary or Affiliate of the Failed Bank that are not assumed by the Assuming Bank pursuant to this Agreement or subsequent to the execution hereof by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such ofModule 1 Whole Bank w/ Loss Share – P&A XXXXX UNION BANK AND TRUST COMPANY Version 1.08 COLUMBUS, INDIANA July 24, 2009

Indemnification of Indemnitees. From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' ’ fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank or any Subsidiary or Affiliate of the Failed Bank that are not assumed by the Assuming Bank pursuant to this Agreement or subsequent to the execution hereof by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (a) P & A with Loan Pools and Exhibits 32 ANB Financial N.A. 6 May 2008 Bentonville, AR (1) claims based on the rights of any shareholder or former shareholder as such ofof (x) the Failed Bank, or (y) any Subsidiary or Affiliate of the Failed Bank;

Indemnification of Indemnitees. From and after the Bank Closing Date and subject to the limitations set forth in this Section 12.1 and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' ’ fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.212.2(d), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank or any Subsidiary or Affiliate of the Failed Bank that are not assumed by the Assuming Bank Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Bank Institution or any Subsidiary or Affiliate of the Assuming Bank Institution for which indemnification is provided hereunder in provided: (a) of hereunder in this Section 12.1, subject to certain exclusions as provided in in Section 12.1 (b) of this Section 12.1: ): (1i) claims based on the rights of any shareholder or former shareholder (as such ofsuch) of (A) the Failed Bank, or (B) any Subsidiary or Affiliate of the Failed Bank;