Common use of Officers' and Directors' Insurance; Indemnification Clause in Contracts

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, Banner shall maintain officers' and directors' liability insurance covering the persons who are presently covered by Home's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 150% of the annual premium most recently paid by Home (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Banner is unable to maintain or obtain the insurance called for by this Section 6.6(a), Banner shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home to obtain such tail coverage at Banner's expense prior to the Closing Date; provided, further, that officers and directors of Home or its Subsidiaries may be required to make application and provide customary representations and warranties to Banner's insurance carrier for the purpose of obtaining such insurance.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective TimeDate, Banner MutualFirst shall maintain officers' ’ and directors' ’ liability insurance covering the persons Persons who are presently covered by Home's MFB’s current officers' ’ and directors' ’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 150% of the annual premium most recently paid by Home MFB (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Banner MutualFirst is unable to maintain or obtain the insurance called for by this Section 6.6(a7.14(a), Banner MutualFirst shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home MFB to obtain such tail coverage at Banner's MFB’s expense prior to the Closing Effective Date; provided, further, that officers and directors of Home MFB or its Subsidiaries may be required to make application and provide customary representations and warranties to Banner's MutualFirst’s insurance carrier for the purpose of obtaining such insurance.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) five years from and after the Effective Time, Banner Buyer shall maintain officers' and directors' liability insurance covering the persons Persons who are presently covered by HomeSeller's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said Seller’s current policy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 150125% of the annual premium most recently paid by Home Seller (the “"Insurance Amount”) "), to maintain or procure insurance coverage pursuant hereto, and further provided that if Banner Buyer is unable to maintain or obtain the insurance called for by this Section 6.6(a6.8(a), Banner Buyer shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home Seller to obtain such tail coverage at BannerBuyer's expense prior to the Closing DateEffective Time; provided, further, that officers and directors of Home or its Subsidiaries Seller and/or Seller Bank may be required to make application and provide customary representations and warranties to BannerBuyer's insurance carrier for the purpose of obtaining such insurance.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective TimeDate, Banner MBFI shall maintain officers' ’ and directors' ’ liability insurance covering the persons Persons who are presently covered by Home's XXXX’x current officers' ’ and directors' ’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 150250% of the annual premium most recently paid by Home XXXX (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Banner MBFI is unable to maintain or obtain the insurance called for by this Section 6.6(a7.15(a), Banner MBFI shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home XXXX to obtain such tail coverage at Banner's XXXX’x expense prior to the Closing Effective Date; provided, further, that officers and directors of Home XXXX or its Subsidiaries may be required to make application and provide customary representations and warranties to Banner's MBFI’s insurance carrier for the purpose of obtaining such insurance.