By Bancorp. Bancorp agrees, notwithstanding any termination of this Agreement, to indemnify, defend and hold harmless each Holder, the officers, directors, agents, general partners, managing members, managers, Affiliates and employees and investment advisors of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, agents, general partners, managing members, managers, Affiliates and employees and investment advisers of each such controlling Person, (collectively, the "Holder Indemnified Persons"), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, expenses, liabilities or costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys' fees and expenses) (collectively, "Losses"), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by Bancorp of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, provided, however, that Bancorp will not be liable (i) if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or such other registration statement, or prospectus supplement, as applicable, (ii) in the case of an occurrence of an event of the type specified in Section 2.02(e)(i) and 2.02(e)(ii) related to the use by a Holder of an outdated or defective Prospectus after Bancorp has notified such Holder in writing that the Prospectus is outdated or defective, or (iii) for any such Losses arising out of the Holder's (or any o...
By Bancorp. Bancorp shall indemnify, hold harmless and defend PSB from and against any and all claims, disputes, demands, causes of action, suits, proceedings, losses, damages, liabilities, obligations, costs and expenses of every kind and nature that arise from or are related to claims by third parties, including without limitation reasonable attorneys’ fees and legal costs and expenses in connection therewith, whether known or unknown, and whether now existing or hereafter arising, which may be threatened against, incurred, undertaken, received or paid by PSB:
By Bancorp. If any matter subject to indemnification hereunder arises in the form of a claim against Bancorp or its successors and assigns (herein referred to as a “Third Party Claim”), Bancorp promptly shall give notice and details thereof, including copies of all pleadings and pertinent documents, to PSB. Within 15 days of such notice, PSB either (i) shall pay the Third Party Claim either in full or upon agreed compromise or (ii) shall notify Bancorp that PSB disputes the Third Party Claim and intends to defend against it, and thereafter shall so defend and pay any adverse final judgment or award in regard thereto. Such defense shall be controlled by PSB and the cost of such defense shall be borne by PSB except that Bancorp shall have the right to participate in such defense at its own expense and provided that PSB shall have no right in connection with any such defense or the resolution of any such Third Party Claim to impose any cost, restriction, limitation or condition of any kind upon Bancorp or its successors or assigns. Bancorp agrees that it shall cooperate in all reasonable respects in the defense of any such Third Party Claim, including making personnel, books and records relevant to the Third Party Claim available to PSB without charge therefor except for out-of-pocket expenses. If PSB fails to take action within 15 days as hereinabove provided or, having taken such action, thereafter fails diligently to defend and resolve the Third Party Claim, Bancorp shall have the right to pay, compromise or defend the Third Party Claim and to assert the indemnification provisions hereof. Bancorp also shall have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by PSB.
By Bancorp after the occurrence of a Default by GLOBAL or CAPITOL and the continuance of such Default for a period of 20 Business Days after written notice of such Default, if such Default, in the reasonable opinion of BANCORP, cannot be cured prior to the Closing or, even though curable by the Closing, it is not cured prior to the Closing;
By Bancorp if the Closing Schedules delivered by GLOBAL disclose the occurrence of an event or the existence of any facts or circumstances, not disclosed in the Schedules or the GLOBAL Financial Statements delivered to BANCORP on or before the date hereof, that has had or could reasonably be expected to have a Material Adverse Effect on GLOBAL or CAPITOL, or after the Effective Time, on BANCORP, or on the consummation of the transactions contemplated hereby (an "GLOBAL Material Adverse Event");
By Bancorp or GLOBAL within five business days of the receipt of updated and complete schedules and exhibits to this Agreement described in Section 5.10 hereof;
