Common use of Lost, Stolen or Destroyed Certificates Clause in Contracts

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person of a bond in customary such amount and upon such terms as the Surviving Corporation Exchange Agent may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person of a bond in customary such amount and upon such terms as the Surviving Corporation Exchange Agent may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting execution and delivery by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate shall pay the Merger Consideration pursuant to this Agreementsuch Person in respect of the shares of Common Stock represented by such Certificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation Parent may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Company shall cause the Paying Agent will issue to pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to this AgreementConsideration.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation Parent may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay the Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration any cash that would be payable or deliverable in respect thereof pursuant to this AgreementAgreement had such lost, stolen or destroyed Certificate been surrendered.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may reasonably determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person of a bond in customary such amount and upon such terms as the Surviving Corporation Exchange Agent may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate formerly representing shares of Company Common Stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond bond, in such reasonable and customary amount and upon such terms as the Surviving Corporation Parent may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue shall deliver and pay, in exchange for such lost, stolen or destroyed Certificate certificate, the Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person of a bond in customary the form and amount and upon such terms as the Surviving Corporation may determine are necessary reasonably required by Parent as indemnity against any claim that may be made against it with respect to Parent on account of the alleged loss, theft or destruction of such Certificate, the holder thereof shall be entitled to receive, and the Paying Agent will issue shall pay in exchange therefor, the applicable Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationNewAlliance, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation NewAlliance may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, NewAlliance or the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond bond, in reasonable and customary amount and upon such terms as the Surviving Corporation may determine are necessary amount, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementwithout any interest thereon.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making and delivery of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay the Merger Consideration to such holder in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementcertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Enterprise or the Surviving CorporationExchange Agent, the posting by such Person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Enterprise may determine are is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Stock Consideration deliverable in respect thereof pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationAcquiring Fund, the posting by such Person person of a bond in customary amount and upon such terms as the Surviving Corporation Acquiring Fund may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration Consideration, as applicable, pursuant to this Agreement.. 4. COVENANTS

Lost, Stolen or Destroyed Certificates. In the event If any Certificate formerly representing shares of Company Common Stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationXxxxxx, the posting by such Person of a bond bond, in such reasonable and customary amount and upon such terms as the Surviving Corporation Parent may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue shall deliver and pay, in exchange for such lost, stolen or destroyed Certificate certificate, the Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon Acquiror shall issue in exchange for such Certificate, following the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed record holder thereof and, if required by the Surviving Corporation, the posting by such Person record holder of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration cash as may be required pursuant to this AgreementSection 1.9 in respect of such Certificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Consideration cash deliverable in respect thereof pursuant to this AgreementSection 2.4.1.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation NBT may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate has been lost, stolen or destroyed, the Surviving Corporation or Paying Agent will, upon the making receipt of an affidavit of that fact by the Person claiming such Certificate holder thereof in form and substance reasonably satisfactory to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation or Paying Agent, as the case may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatebe, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementpayable in respect of the shares of Common Stock previously evidenced by such lost, stolen or destroyed Certificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary form reasonably required by Parent as indemnity against any claim that may be made against it with respect to Parent on account of the alleged loss, theft or destruction of such Certificate, the Paying Agent will issue shall pay the Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationPinnacle, the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Pinnacle may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationAcquiring Fund, the posting by such Person person of a bond in customary amount and upon such terms as the Surviving Corporation Acquiring Fund may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration Consideration, as applicable, pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, or destroyed destroyed, and, if required by the Surviving Corporation, the posting by such Person giving of a bond an indemnity in customary amount and upon such terms as favor of the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with in respect to of such Certificate, the Paying Agent Surviving Corporation will issue deliver in exchange for therefor the Merger Consideration in respect of the shares of Sunrise Common Stock formerly represented by such lost, stolen stolen, or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation Brookline Bancorp may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary be required by Parent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent will issue pay the aggregate Per Share Closing Consideration in exchange for respect of the number of Shares formerly represented by such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration consideration due such holder pursuant to this AgreementSection 4.1(a) or Section 4.2(a) upon due surrender of the CPI Shares or Company Shares represented by such Certificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Parent, as the case may be, will issue deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration consideration that would be payable in respect thereof pursuant to this AgreementAgreement had such lost, stolen or destroyed Certificate been surrendered.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary be reasonably required by Parent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Exchange Agent will issue in exchange for distribute the Per Share Merger Consideration with respect to each Share represented by such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration amount of cash such Persons are entitled to hereunder upon due surrender of the Shares represented by such Certificate pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary be required by Parent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Exchange Agent will issue pay the Merger Consideration in exchange for respect of such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Payment Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by and the Surviving Corporation, the posting execution and delivery by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate shall pay the Merger Consideration pursuant to such Person in respect of the shares of Company Common Stock represented by such Certificate as contemplated by this Agreementarticle II.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been lost, stolen or destroyed, upon the making of an a customary affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationAcquirer, the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementArticle II.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, Corporation the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of Merger Consideration pursuant to this AgreementConsideration.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationCorporation (including if requested by the Paying Agent), the posting execution and delivery by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate shall pay the Merger Consideration pursuant to this Agreementsuch Person in respect of the shares of Common Stock represented by such Certificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting execution and delivery by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate shall pay the applicable Merger Consideration pursuant to this Agreementsuch Person in respect of the shares of Common Stock represented by such Certificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay the Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary form reasonably required by Parent as indemnity against any claim that may be made against it with respect to Parent on account of the alleged loss, theft or destruction of such Certificate, the Paying Agent will issue shall pay the Transaction Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent Parent will issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to be issued in respect of the shares of Company Capital Stock formerly represented by such Certificate, as contemplated by this Agreement.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and customary indemnification against loss by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporationdestroyed, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Payment Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration in respect thereof pursuant to this AgreementSection 1.07(b) upon receipt by the Payment Agent of such affidavit and indemnification against loss.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationBridge Bancorp, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation Bridge Bancorp may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Company may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for deliver the Shares formerly represented by such lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person person of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lostor the Parent, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.as

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Purchaser or the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Purchaser or the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementAgreement (after giving effect to any required tax withholdings as provided in Section 3.5).

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Per Share Purchase Consideration for the Common Stock formerly represented by such Certificate to which such holder would be entitled pursuant to this AgreementArticle 3.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Exchange Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the portion of the Merger Consideration pursuant to this Agreementpayable in respect of the Shares formerly represented thereby.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationPinnacle, the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Pinnacle may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond bond, in such reasonable and customary amount and upon such terms as the Surviving Corporation Parent may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementwithout any interest thereon.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bond in customary amount and upon such terms as may be required by the Surviving Corporation may determine are necessary Company as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange treat such Person as having delivered his, her or its Certificate for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementpurposes of Section 4.2(a).

Lost, Stolen or Destroyed Certificates. In the event that any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationAcquirer, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary reasonably satisfactory to Acquirer as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration upon due delivery of such affidavit pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationEntity, the posting by such Person of a bond in such reasonable and customary form and amount and upon such terms as the Surviving Corporation Entity may determine are necessary direct as indemnity against any claim that may be made against it the Surviving Entity with respect to the alleged loss, theft or destruction of such Certificate, the Paying Agent will issue shall pay the REIT Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has for Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate $18.90 per Share pursuant to Section 2.2(b) upon due surrender of and deliverable in respect of the Merger Consideration Shares represented by such Certificate pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationTrust, on behalf of the Acquiring Fund, the posting by such Person person of a bond in customary amount and upon such terms as the Surviving Corporation Trust, on behalf of the Acquiring Fund, may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration Consideration, as applicable, pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary form customarily required by the Company as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Consideration pursuant to in respect of that certificate payable under this AgreementArticle II, without interest.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may reasonably determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationAcquiror, the posting by such Person of a bond in customary such amount and upon such terms as the Surviving Corporation Acquiror may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent will issue shall pay in exchange for such lost, stolen or destroyed Certificate certificate the applicable Merger Consideration pursuant to this Agreementwith respect thereto.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed anddestroyed, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent iPayment will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Consideration shares of iPayment Common Stock deliverable in respect thereof pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of attesting to that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporationdestroyed, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a certificate representing shares of Parent Merger Preferred Stock to which such holder is entitled, which constitute the total amount of Merger Consideration pursuant to this Agreementdeliverable in respect of such Certificate as determined in accordance with Section 2.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit (in the form required by Acquiror) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent will issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Per Share Merger Consideration pursuant to be paid in respect of the Shares (not including the Rollover Shares) formerly represented by such Certificate, as contemplated by this AgreementARTICLE III.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving CorporationPaying Agent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect of such Shares represented by such Certificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary such form and reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it the Surviving Corporation with respect to the alleged loss, theft or destruction of such Certificate, the Paying Agent will issue shall pay the Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration any cash that would be payable or deliverable in respect thereof pursuant to this AgreementAgreement had such lost, stolen or destroyed Certificate been surrendered.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary form required by Parent as indemnity against any claim that may be made against it with respect to Parent on account of the alleged loss, theft or destruction of such Certificate, the Paying Agent will issue shall pay the Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that the fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent will issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable portion of the Merger Consideration pursuant to be paid in respect of the shares of Company Capital Stock formerly represented by such Certificate, as contemplated by this Agreement.Article I.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Parent or Surviving Corporation, the posting by such Person of a bond in customary a reasonable amount and upon such terms as the Parent or Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration amount of cash such Persons are entitled to hereunder upon due surrender of the Shares represented by such Certificate pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event that any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as reasonably satisfactory to the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration upon due surrender of the Common Shares represented by such Certificate pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationTrust, the posting execution and delivery by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate shall pay the Merger Consideration pursuant to this Agreementsuch Person in respect of the Common Shares represented by such Certificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed andand subject to such other reasonable conditions as the Board of Directors of the Surviving Corporation may impose, if required by Buyer shall, or shall reasonably cause the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect appropriate, to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving CorporationExchange Agent, the posting by such Person of a bond in customary such reasonable amount and upon such terms as Parent or the Surviving Corporation Exchange Agent may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationCorporation (including if requested by the Paying Agent), the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.execution and

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (which affidavit shall be in a form acceptable to the Buyer and shall include customary indemnification for such affidavit) by the Person claiming such Certificate to be lost, stolen or destroyed anddestroyed, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has Certificates shall have been lost, stolen or destroyed, the Surviving Corporation shall deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the Person claiming holder thereof, such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms cash as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration required pursuant to this Agreement.Section 2.2; provided, however, that Parent

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationPurchaser, the posting by such Person of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation Purchaser may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay the Per Share Amount to such Person in exchange for each share of Company Common Stock evidenced by such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary form required by Parent as indemnity against any claim that may be made against it with respect to Parent on account of the alleged loss, theft or destruction of such Certificate, the Paying Agent will issue shall pay the Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, and the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation PBI may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate Certificates to be lost, stolen or destroyed anddestroyed, if required by the Surviving Corporationand delivery of such indemnity as Key may reasonably request, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate Certificates one or more certificates representing Key Common Stock deliverable in respect thereof, as determined in accordance with the Merger Consideration pursuant to this Agreementterms hereof.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationMergerCo, the posting by such Person person of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation MergerCo may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to this AgreementConsideration.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration consideration due such holder pursuant to this AgreementSection 4.1(a) upon due surrender of the Company Common Shares represented by such Certificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has --------------------------------------- shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of the applicable Merger Consideration pursuant to this AgreementConsideration.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation Parent may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay the applicable Merger Consideration to such Person in exchange for each share of Company Capital Stock evidenced by such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon Acquiror shall issue in exchange for such Certificate, following the making of an affidavit of that fact by the Person claiming record holder thereof, such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms cash as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with required pursuant to Section 2.1 in respect to of such Certificate; provided, however, that Acquiror or the Paying Agent will issue in exchange for may require the delivery of an indemnity from the holder of any such lost, stolen stolen, or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationAcquiror, the posting by such Person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Acquiror may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent Acquiror will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Consideration Acquiror Shares to which such Person is entitled pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationFirst Sentry Bancshares, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation First Sentry Bancshares may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent will issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this AgreementArticle II.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Clear or the Surviving CorporationPaying Agent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect of such Shares represented by such Certificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (as defined herein) claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationEntity, the posting by such Person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Entity may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of the Merger Consideration pursuant to this AgreementConsideration.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationEntity, the posting by such Person of a bond in such reasonable and customary form and amount and upon such terms as the Surviving Corporation Entity may determine are necessary direct as indemnity against any claim that may be made against it the Surviving Entity with respect to the alleged loss, theft or destruction of such Certificate, the Paying Agent will issue shall pay the applicable Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Payment Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the Cash Merger Consideration due to such Person pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationParent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary be required by Parent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent will issue pay the aggregate Merger Consideration in exchange for respect of the number of Shares formerly represented by such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon Purchaser shall issue in exchange for such Certificate, following the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed record holder thereof and, if required by the Surviving Corporation, the posting by such Person record holder of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration Purchaser’s Common Stock as may be required pursuant to this AgreementSection 1.9 in respect of such Certificate.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationEntity, the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Entity may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of the applicable Merger Consideration pursuant to this AgreementConsideration.

Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and customary indemnification against loss by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporationdestroyed, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Payment Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration in respect thereof pursuant to this AgreementSection 1.7(b) upon receipt by the Payment Agent of such affidavit and indemnification against loss.

Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, Entity the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Entity may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of Cash Merger Consideration pursuant to this AgreementConsideration.