Common use of Indemnification Provisions for Benefit of the Purchaser Clause in Contracts

Indemnification Provisions for Benefit of the Purchaser. (i) The Selling Parties shall indemnify the Purchaser from and against any and all claims, liabilities, actions or matters which shall result in monetary damages to the Company for any Federal, state or local taxes of the Company with respect to any tax year or portion thereof ending prior to the Closing Date; and any monetary damages to the Company for any actions by the Selling Parties from the end of the Company’s most recent fiscal year to the Closing Date, provided that the Purchaser does not change the fiscal year of the Company at any time, or cause any event to occur which would result in a change of accounting practices or procedures or other circumstances so that the liability for any such actions before or on the Closing Date or thereafter can not be readily determined in which event Selling Parties or the Company shall not be liable for any damages whatsoever. (ii) The Selling Parties shall indemnify the Purchaser from and against any claims, liabilities, actions or matters which result in monetary damages to the Company for actions brought by the SEC against the Selling Parties or any of them for their violation of any laws, rules or regulation promulgated by the SEC which occurred prior to the Closing Date. (iii) If any third party shall commence an action relating to a Company matter that occurred prior to the Closing, the Purchaser shall notify the Sellers Representative on behalf of each and all of the Selling Parties in writing, without delay, setting forth the details of such claim and furnishing the Sellers Representative with a copy of any complaint or other moving papers relating thereto, to enable the Selling Parties to defend and respond to such claim or action. The Selling Parties shall indemnify and hold harmless the Purchaser from and against any such claims, liabilities, actions or matters which result in monetary damages against the Company, provided that such action directly relates solely to matters that occurred prior to the Closing and were not caused by the action or inaction of the Purchaser.

Indemnification Provisions for Benefit of the Purchaser. (i) The Selling Parties shall indemnify the Purchaser from and against any and all claims, liabilities, actions or matters which shall result in monetary damages to the Company for any Federal, state or local taxes of the Company with respect to any tax year or portion thereof ending prior to the Closing Date; and any monetary damages to the Company for any actions by the Selling Parties from the end of the Company’s most recent fiscal year to the Closing Date, provided that the Purchaser does not change the fiscal year of the Company at any time, or cause any event to occur which would result in a change of accounting practices or procedures practice or other circumstances so that the liability for any such actions before or on the Closing Date or thereafter can not be readily determined in which event Selling Parties or the Company shall not be liable for any damages whatsoever. (ii) The Selling Parties shall indemnify the Purchaser from and against any claims, liabilities, actions or matters which result in monetary damages to the Company for actions brought by the SEC against the Selling Parties or any of them for their in violation of any laws, rules or regulation promulgated by the SEC which occurred prior to the Closing Date. (iii) If any third party shall commence an action relating to a Company matter that occurred prior to the Closing, the Purchaser shall notify the Sellers Seller Representative on behalf of each and all of the Selling Parties in writing, without delay, setting forth the details of such claim and furnishing the Sellers Seller Representative with a copy of any complaint or other moving papers relating thereto, to enable the Selling Parties to defend and respond to such claim or action. The Selling Parties shall indemnify and hold harmless the Purchaser from and against any such claims, liabilities, actions or matters which result in monetary damages against the Company, provided that such action directly relates solely to matters that occurred prior to the Closing and were not caused by the action or inaction of the Purchaser.

Indemnification Provisions for Benefit of the Purchaser. (i) The Selling Parties shall indemnify the Purchaser from and against any and all claims, liabilities, actions or matters which shall result in monetary damages to the Company for any Federal, state or local taxes of the Company with respect to any tax year or portion thereof ending prior to the Closing Date; and any monetary damages to the Company for any actions by the Selling Parties from the end of the Company’s 's most recent fiscal year to the Closing Date, provided that the Purchaser does not change the fiscal year of the Company at any time, or cause any event to occur which would result in a change of accounting practices or 0] procedures or other circumstances so that the liability for any such actions before or on the tht: Closing Date or thereafter can not be readily determined in which event Selling Parties or the tht: Company shall not be liable for any damages whatsoever. (ii) The Selling Parties shall indemnify the Purchaser from and against any claims, liabilities, actions or matters which result in monetary damages to the Company for fOt actions brought by the SEC against the Selling Parties or any of them for their violation of any laws, rules or regulation promulgated by the SEC which occurred prior to the Closing Date. (iii) If any third party shall commence an action relating to a Company matter that occurred prior to the Closing, the Purchaser shall notify the Sellers Representative on behalf of each and all of the Selling Parties in writing, without delay, setting forth the details of such claim and furnishing the Sellers Representative with a copy of any complaint or other moving papers relating thereto, to enable the Selling Parties to defend and respond to such claim or action. The Selling Parties shall indemnify and hold harmless the Purchaser from and against any such claims, liabilities, actions or matters which result in monetary damages against the Company, provided that such action directly relates solely to matters that occurred prior to the Closing and were not caused by the action or inaction of the Purchaser.

Indemnification Provisions for Benefit of the Purchaser. (i) The Selling Parties shall Purchaser agrees that indemnification is the sole remedy for the matters listed in this Section 5.1. Subject to any limitation on their ability to indemnify based on federal or state securities laws or the Purchaser from and against any and all claimsrequirements of the Regulatory Authorities, liabilities, actions or matters which shall result in monetary damages to the Company and the Bank agree, that for any Federal, state or local taxes a period of eighteen (18) months following the Company with respect to any tax year or portion thereof ending prior to the Closing Date; and any monetary damages to the Company for any actions by the Selling Parties from the end of the Company’s most recent fiscal year to the Closing Date, provided that the Purchaser does not change the fiscal year of the Company at any time, or cause any event to occur which would result in a change of accounting practices or procedures or other circumstances so that the liability for any such actions before or on the Closing Date or thereafter can not be readily determined in which event Selling Parties or the Company shall not be liable for any damages whatsoever. (ii) The Selling Parties shall indemnify the Purchaser from and against any claims, liabilities, actions or matters which result in monetary damages to the Company for actions brought by the SEC against the Selling Parties or any of them for their violation of any laws, rules or regulation promulgated by the SEC which occurred prior to the Closing Date. (iii) If any third party shall commence an action relating to a Company matter that occurred prior to the Closing, the Purchaser shall notify the Sellers Representative on behalf of each and all of the Selling Parties in writing, without delay, setting forth the details of such claim and furnishing the Sellers Representative with a copy of any complaint or other moving papers relating theretoEffective Time, to enable the Selling Parties to indemnify, defend and respond to such claim or action. The Selling Parties shall indemnify and hold harmless the Purchaser from and against any such losses, claims, damages, liabilities, costs or expenses, joint or several, to which the Purchaser may become subject due to a third party claim, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 5.4 below), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or matters which result are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in monetary damages against the CompanySEC Reports, provided that such action directly relates solely to matters that occurred or any amendment or supplement thereto, filed prior to the Closing Effective Time or (ii) the omission or alleged omission to state in any of the SEC Reports filed prior to the Effective Time a material fact required to be stated therein or necessary to make the statements in any of them, in light of the circumstances under which they were made, not misleading; or (iii) in whole or in part on any inaccuracy in the representations and were not caused warranties of the Company and the Bank contained in this Agreement, or any failure of the Company or the Bank to perform their obligations hereunder or under the law; or (iv) any violation or alleged violation by the action or inaction Company prior to the Effective Time of the PurchaserSecurities Act, the Exchange Act, as amended, state blue sky laws or any rule or regulation promulgated thereunder, and will reimburse the Purchaser for any legal and other expenses as such expenses are reasonably incurred by the Purchaser in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, the Company and -------- ------- the Bank will not be liable in any such case to the extent that any loss, claim, damage, liability, expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any SEC Report, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company or the Bank by or on behalf of the Purchaser expressly for use therein or the failure of the Purchaser to comply with the covenants and agreements contained in this Agreement or the inaccuracy of any representation made by the Purchaser in this Agreement.