Common use of Indemnification of Receiver and Corporation Clause in Contracts

Indemnification of Receiver and Corporation. 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); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11A October 8, 2010 39 Dxxxx Bank & Trust Co. Vidalia, Georgia

Indemnification of Receiver and Corporation. From and after the Bank ClosingClosing Date, 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 (7Section 12.1(a)(vii) or (8) of Section 12.1(aviii); 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 Section 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7vii) or (8) viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. Module 1 – Whole Bank w/ Optional Shared Loss Share Agreements Version 4.2.2 – P&A Version 2.11A October 8Purchase And Assumption Agreement June 1, 2010 39 Dxxxx 2012 40 Pxxxxx State Bank & Trust Co. VidaliaPalatka, GeorgiaFlorida

Indemnification of Receiver and Corporation. From and after the Bank ClosingClosing Date, 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 (7Section 12.1(a)(vii) or (8) of Section 12.1(aviii); 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 Section 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7vii) or (8) viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. . Module 1 – Whole Bank w/ Optional Shared Loss Share Agreements Version 3.3.1 – P&A Version 2.11A October 8PURCHASE AND ASSUMPTION AGREEMENT December 7, 2010 39 Dxxxx 2011 40 Central Bank & Trust Co. Vidaliaof Georgia Ellaville, GeorgiaGA

Indemnification of Receiver and Corporation. 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); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. . Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11A October 82.09A August 17, 2010 39 Dxxxx Bank & Trust Co. Vidalia00 Xxxxx Xxxxxx Xxxx Xxxxxxxxx, GeorgiaXxxxxxxxxx

Indemnification of Receiver and Corporation. 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); and Module 1 Whole Bank w/ Loss Share – P&A Legacy Bank Version 2.11B Scottsdale, Arizona October 8, 2010 (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11A October 8, 2010 39 Dxxxx Bank & Trust Co. Vidalia, Georgia.

Indemnification of Receiver and Corporation. From and after the Bank ClosingClosing Date, 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 (7Section 12.1(a)(vii) or (8) of Section 12.1(aviii); 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 Section 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7vii) or (8) viii) of Section 12.1(a); andand Module 1 – Whole Bank w/ Optional Shared Loss Agreements 38 Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11A October 8, 2010 39 Dxxxx Bank & Trust Co. Vidalia, Georgia.

Indemnification of Receiver and Corporation. From and after the Bank ClosingClosing Date, 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:: Module 1 — Whole Bank w/ Optional Shared Loss Agreements First State Bank Version 3.2— Purchase and Assumption Agreement Cranford, NJ July 15, 2011 (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 (7Section 12.1(a)(vii) or (8) of Section 12.1(aviii); 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 Section 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7vii) or (8) viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11A October 8, 2010 39 Dxxxx Bank & Trust Co. Vidalia, Georgia.

Indemnification of Receiver and Corporation. 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(a12.1 (a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11A October 82.02 March 19, 2010 39 Dxxxx Bank & Trust Co. Vidalia00 XXXXXX XXXX LOWELL, GeorgiaMASSACHUSETTS

Indemnification of Receiver and Corporation. From and after the Bank ClosingClosing Date, the Assuming Institution agrees to will indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees employees, and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ ' fees), judgments, fines 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 of this Agreement by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such those liabilities subsequently are sold and/or or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in paragraph (7Section 12.l(a)(vii) or (8) of Section 12.1(aviii); 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 Acquired Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7vii) or (8) viii) of Section 12.1(a12.l(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to of the Assuming Institution pursuant to comply with any provision of Article VI. Module 1 – Whole Bank w/ Loss Share – P&A 00 Xxxxxxx Xxxxxx Xxxxxx Xxxx, XX Version 2.11A October 813 2 - PURCHASE AND ASSUMPTION AGREEMENT Santa Clara, 2010 39 Dxxxx Bank & Trust Co. Vidalia, GeorgiaCalifornia

Indemnification of Receiver and Corporation. From and after the Bank ClosingClosing Date, 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 (7Section 12.1(a)(vii) or (8) of Section 12.1(aviii); 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 Section 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7vii) or (8) viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. Module 1 – Whole Bank w/ Optional Shared Loss Share Agreements 40 First Guaranty Bank and Trust Company of Jacksonville Version 3.3.1– P&A Version 2.11A October 8PURCHASE AND ASSUMPTION AGREEMENT Jacksonville, 2010 39 Dxxxx Bank & Trust Co. VidaliaFL December 7, Georgia2011