Common use of D&O Indemnification and Insurance Clause in Contracts

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank or any Transferred Subsidiary, or who is or was serving at the request of the Bank or any Transferred Subsidiary as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank or any Transferred Subsidiary, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Bank shall, and Purchaser shall cause the Bank to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. Such Persons shall reasonably cooperate with the Purchaser, the Bank and their Subsidiaries in the defense of any such threatened or actual Action, and none of Purchaser, the Bank or the Transferred Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed).

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank Company or any Transferred Subsidiaryof its Subsidiaries, or who is or was serving at the request of the Bank Company or any Transferred Subsidiary of its Subsidiaries as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank Company or any Transferred Subsidiaryof its Subsidiaries, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Bank Company shall, and Purchaser shall cause the Bank Company to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. U.S. Such Persons shall reasonably cooperate with the Purchaser, the Bank Company and their Subsidiaries in the defense of any such threatened or actual Action, Action and none of the Purchaser, the Bank Company or the Transferred any of their Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action action or claim effected without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, For a period of six (6) years from and after the Effective Time, SpinCo agrees that it shall indemnify and hold harmless each present and former director, officer or employee of SpinCo and any other SpinCo Entity (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in the event of connection with any threatened claim, action, suit, proceeding or actual Action in the U.S.investigation, whether civil, criminal criminal, administrative or administrativeinvestigative, in which arising out of or pertaining to any Person who is now, matters existing or has been occurring at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank or any Transferred Subsidiary, or who is or was serving at the request of the Bank or any Transferred Subsidiary as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before claimed prior to, at or after the Effective Time, (iii) any liability or obligation of to the Bank fullest extent that the Company or any Transferred Subsidiary, or of its Subsidiaries (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to including the Effective Time, the Bank shall, and Purchaser shall cause the Bank to, indemnify, defend and hold harmlessSpinCo Entities), as and the case may be, would have been permitted under the Organizational Documents of SpinCo or the Company as in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted or required by applicable Lawunder such Organizational Documents, each provided (i) that such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides delivers an undertaking to repay SpinCo in advance agreeing to return any such advances if it is ultimately funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment that such Person is not entitled to indemnification), judgments, fines ) and amounts paid in settlement in connection with (ii) this Section 7.8(a) shall not alter any such threatened or actual Action indemnification obligations allocated between the parties in the United StatesSeparation and Distribution Agreement. Such Without limiting the foregoing, SpinCo shall cause the SpinCo Entities (i) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of the SpinCo Entities’ respective former and current officers, directors or employees that are no less favorable to those Persons shall reasonably cooperate with than the Purchaserprovisions of the Organizational Documents of the Company as of the date hereof and (ii) not to amend, repeal, waive or otherwise modify such provisions in any respect that would adversely affect the Bank and their Subsidiaries rights of those Persons thereunder, in the defense of any such threatened or actual Actioneach case, and none of Purchaser, the Bank or the Transferred Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed)except as required by applicable Law.

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, For not less than six (6) years from and after the Effective TimeClosing Date, in Purchaser and the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank or any Transferred Subsidiary, or who is or was serving at the request of the Bank or any Transferred Subsidiary as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank or any Transferred Subsidiary, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Bank Companies shall, and Purchaser shall cause the Bank Transferred Entities to, indemnify, defend indemnify and hold harmlessharmless all current or former officers and directors of the Transferred Entities (or their respective predecessors) (collectively, as and to the fullest extent permitted or required by applicable Law, each such Person “D&O Indemnitees”) against any Losses costs or expenses (including reimbursement for legal and other advancing attorneys’ fees and expenses incurred in advance of the final disposition of any such matter actual or investigation threatened Action to each D&O Indemnitee to the fullest extent permitted by applicable Law, ; provided that the Person such D&O Indemnitee agrees in advance to whom expenses are advanced provides an undertaking return any such funds to repay which a court of competent jurisdiction has determined in a final, nonappealable judgment such advances if it is ultimately determined that such Person D&O Indemnitee is not entitled to indemnificationultimately entitled), judgments, fines fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any such actual or threatened or actual Action in the United States. Such Persons shall reasonably cooperate with the Purchaser, the Bank and their Subsidiaries in the defense of any such threatened or actual Action, and none of Purchaser, the Bank or the Transferred Subsidiaries shall have any liability hereunder in respect of any compromise acts or settlement omissions occurring or alleged to have occurred at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, in connection with such Persons serving as an officer or director of any Action effected without Transferred Entity or of any Person if such service was at the request or for the benefit of any of the Transferred Entities, to the extent permitted by Law. Notwithstanding anything herein to the contrary, if any D&O Indemnitee notifies Purchaser on or prior written consent to the sixth (6th) anniversary of Purchaser (the Closing Date of a matter in respect of which consent such Person may seek indemnification pursuant to this Section 5.19(a), the provisions of this Section 5.19(a) shall not be unreasonably withheldcontinue in effect with respect to such matter until the final disposition of all claims, conditioned or delayed)actions, investigations, suits and proceedings relating thereto.

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, For not less than six (6) years from and after the Effective TimeClosing Date, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank or any Transferred Subsidiary, or who is or was serving at the request of the Bank or any Transferred Subsidiary as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank or any Transferred Subsidiary, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Bank shall, Purchaser shall and Purchaser shall cause the Bank Transferred Entities to, indemnify, defend indemnify and hold harmlessharmless all current or former officers, as and to directors, partners or managers of the fullest extent permitted Transferred Entities (or required by applicable Lawtheir respective predecessors) (collectively, each such Person the “D&O Indemnitees”) against any Losses costs or expenses (including reimbursement for legal and other advancing attorneys’ fees and expenses incurred in advance of the final disposition of any such matter actual or investigation threatened Action to each D&O Indemnitee to the fullest extent permitted by applicable Law; provided, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person D&O Indemnitee agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such D&O Indemnitee is not entitled to indemnificationultimately entitled), judgments, fines fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any such actual or threatened or actual Action in the United States. Such Persons shall reasonably cooperate with the Purchaser, the Bank and their Subsidiaries in the defense of any such threatened or actual Action, and none of Purchaser, the Bank or the Transferred Subsidiaries shall have any liability hereunder in respect of any compromise acts or settlement omissions occurring or alleged to have occurred at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions or the other transactions contemplated hereby), in connection with such Persons serving as an officer, director, employee, agent or other fiduciary of any Action effected without Transferred Entity or of any Person if such service was at the request or for the benefit of any of the Transferred Entities, to the extent permitted by Law. Notwithstanding anything herein to the contrary, if any D&O Indemnitee notifies Purchaser on or prior written consent to the sixth (6th) anniversary of Purchaser (the Closing Date of a matter in respect of which consent such Person may seek indemnification pursuant to this Section 5.17(a), the provisions of this Section 5.17(a) shall not be unreasonably withheld, conditioned or delayed)continue in effect with respect to such matter until the final disposition of all Actions relating thereto.

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraudFraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank Seller Holdco or any Transferred Subsidiaryof its Subsidiaries, including Seller Bank, or who is or was serving at the request of the Bank Seller Holdco or any Transferred Subsidiary of its Subsidiaries, including Seller Bank, as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank Seller Holdco or any Transferred Subsidiaryof its Subsidiaries, including Seller Bank, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Surviving Bank shall, and Purchaser shall cause the Surviving Bank to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. U.S. Such Persons shall reasonably cooperate with the Purchaser, the Surviving Bank and their Subsidiaries in the defense of any such threatened or actual Action, Action and none of Purchaser, the Surviving Bank or the Transferred any of their Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser the Surviving Bank (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraudFraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Seller Bank or any Transferred Subsidiaryof its Subsidiaries, or who is or was serving at the request of the Seller Bank or any Transferred Subsidiary of its Subsidiaries as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Seller Bank or any Transferred Subsidiaryof its Subsidiaries, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Surviving Bank shall, and Purchaser shall cause the Surviving Bank to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. U.S. Such Persons shall reasonably cooperate with the Purchaser, the Surviving Bank and their Subsidiaries in the defense of any such threatened or actual Action, Action and none of Purchaser, the Surviving Bank or the Transferred any of their Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser the Surviving Bank (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

D&O Indemnification and Insurance. (a) Except with respect to any case involving fraud, from and after the Effective Time, in the event of any threatened or actual Action in the U.S., whether civil, criminal or administrative, in which any Person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Bank or any Transferred Subsidiary, or who is or was serving at the request of the Bank or any Transferred Subsidiary as a director or officer or agent of another Person, is, or is threatened to be, made a party or witness based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, (i) the fact that such Person is serving or did serve in any such capacity, (ii) this Agreement or the Transactions, whether asserted or arising before or after the Effective Time, (iii) any liability or obligation of the Bank or any Transferred Subsidiary, or (iv) any action or failure to take action by any such director, officer or agent in his or her capacity as such occurring in whole or in part prior to the Effective Time, the Bank shall, and Purchaser shall cause the Bank to, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each such Person against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any such matter or investigation to the fullest extent permitted by applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action in the United States. Such Persons shall reasonably cooperate with the Purchaser, the Bank and their Subsidiaries in the defense of any such threatened or actual Action, and none of Purchaser, the Bank or the Transferred Subsidiaries shall have any liability hereunder in respect of any compromise or settlement of any Action effected without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed).. 76