Common use of D&O Indemnification Clause in Contracts

D&O Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual 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 Star, Firstar, Foxtrot (DE) or any of their respective Subsidiaries, including any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of Star, Firstar, Foxtrot (DE) or any of their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Option Agreements or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Foxtrot (DE) shall indemnify and hold harmless, as and to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claims, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time); and Foxtrot (DE), after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, provided, however, that by virtue of the obligations herein set forth, (A) Foxtrot (DE) shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Foxtrot (DE) fails or elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Foxtrot (DE) and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Foxtrot (DE), and Foxtrot (DE) shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (B) Foxtrot (DE) shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Foxtrot (DE), that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Foxtrot (DE) shall be obligated to pay for such separate counsel, (C) Foxtrot (DE) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) Foxtrot (DE) shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Foxtrot (DE) shall, to the fullest extent permitted by law, advance expenses to such Indemnified Parties prior to final disposition of any claim, suit, proceeding, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Foxtrot (DE) thereof, provided that the failure to so notify shall not affect the obligations of Foxtrot (DE) under this Section 6.10 except to the extent such failure to notify materially prejudices Foxtrot (DE). Foxtrot (DE)'s obligations under this Section 6.10 shall continue in full force and effect for a period of six years from the Effective Time (or the period of the applicable statute of limitations, if longer); provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim. (b) From and after the Effective Time, the parties shall cause Foxtrot (DE) to cause the individuals serving as officers and directors of Star and Firstar, their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule immediately prior to the Effective Time to be covered for a period for six (6) years from the Effective Time (or the period of the applicable statute of limitations, if longer) by the directors' and officers' liability insurance policies maintained by Star and Firstar, as applicable (provided that Foxtrot (DE) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than either of such policies) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Foxtrot (DE) be required to expend more than 200% of the current amount expended by Star and Firstar (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and provided further that if Foxtrot (DE) is unable to maintain or obtain the insurance called for in this Section 6.10(b), Foxtrot (DE) shall use its reasonable best efforts to obtain as much comparable insurance as available for the Insurance Amount). (c) In the event Foxtrot (DE) or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Foxtrot (DE) assume the obligations set forth in this section. (d) The provisions of this Section 6.10 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

D&O Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual 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 Star, Firstar, Foxtrot Firstar (DE) WI), Merger Sub or any of their respective Subsidiaries, including any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of Star, Firstar, Foxtrot Firstar (DE) WI), Merger Sub or any of their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Option Agreements or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Foxtrot Firstar (DEWI) shall indemnify and hold harmless, as and to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claims, action, suit, proceeding or investigation, ; and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time); and Foxtrot Firstar (DEWI), after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, providedPROVIDED, howeverHOWEVER, that by virtue of the obligations herein set forth, (A) Foxtrot Firstar (DEWI) shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Foxtrot Firstar (DEWI) fails or elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Foxtrot Firstar (DEWI) and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Foxtrot Firstar (DEWI), and Foxtrot Firstar (DEWI) shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (B) Foxtrot Firstar (DEWI) shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Foxtrot Firstar (DEWI), that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Foxtrot Firstar (DEWI) shall be obligated to pay for such separate counsel, (C) Foxtrot Firstar (DEWI) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) Foxtrot Firstar (DEWI) shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Foxtrot Firstar (DEWI) shall, to the fullest extent permitted by law, advance expenses to such Indemnified Parties prior to final disposition of any claim, suit, proceeding, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Foxtrot Firstar (DEWI) thereof, provided that the failure to so notify shall not affect the obligations of Foxtrot Firstar (DEWI) under this Section 6.10 except to the extent such failure to notify materially prejudices Foxtrot Firstar (DEWI). Foxtrot Firstar (DEWI)'s obligations under this Section 6.10 shall continue in full force and effect for a period of six years from the Effective Time (or the period of the applicable statute of limitations, if longer); providedPROVIDED, howeverHOWEVER, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim. (b) From and after the Effective Time, the parties shall cause Foxtrot Firstar (DEWI) to cause the individuals serving as officers and directors of Star and Firstar, their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule immediately prior to the Effective Time to be covered for a period for six (6) years from the Effective Time (or the period of the applicable statute of limitations, if longer) by the directors' and officers' liability insurance policies maintained by Star and Firstar, as applicable (provided PROVIDED that Foxtrot Firstar (DEWI) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than either of such policies) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; providedPROVIDED, howeverHOWEVER, that in no event shall Foxtrot Firstar (DEWI) be required to expend more than 200% of the current amount expended by Star and Firstar (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and provided further that if Foxtrot Firstar (DEWI) is unable to maintain or obtain the insurance called for in this Section 6.10(b), Foxtrot Firstar (DEWI) shall use its reasonable best efforts to obtain as much comparable insurance as available for the Insurance Amount). (c) In the event Foxtrot Firstar (DEWI) or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Foxtrot Firstar (DEWI) assume the obligations set forth in this section. (d) The provisions of this Section 6.10 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

D&O Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual 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 Star, Firstar, Foxtrot (DE) HFP or any of their respective Subsidiaries, including any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule its Subsidiaries (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of Star, Firstar, Foxtrot (DE) HFP or any of their respective its Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Option Agreements Agreement or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Foxtrot (DE) the Surviving Corporation shall, and ▇▇▇▇▇▇ shall cause the Surviving Corporation to, indemnify and hold harmless, as and to the fullest extent permitted presently provided in the HFP Charter, the HFP Bylaws and the indemnification agreements entered into by lawHFP as of the date hereof, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claims, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time); and Foxtrot (DE)▇▇▇▇▇▇, after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, provided, however, that by virtue of the obligations herein set forth, (A) Foxtrot (DE) neither ▇▇▇▇▇▇ nor the Surviving Corporation shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Foxtrot (DE) ▇▇▇▇▇▇ fails or elects not to assume such defense defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Foxtrot (DE) ▇▇▇▇▇▇ and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them and ▇▇▇▇▇▇ after consultation with Foxtrot (DE)▇▇▇▇▇▇, and Foxtrot (DE) ▇▇▇▇▇▇ shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (B) Foxtrot (DE) ▇▇▇▇▇▇ shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to a single firm of local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Foxtrot (DE)▇▇▇▇▇▇, that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Foxtrot (DE) ▇▇▇▇▇▇ shall be obligated to pay for such separate counselcounsel reasonably satisfactory to the Indemnified Parties, (C) Foxtrot (DE) neither ▇▇▇▇▇▇ nor the Surviving Corporation shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) Foxtrot (DE) neither ▇▇▇▇▇▇ nor the Surviving Corporation shall have no any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Foxtrot (DE) ▇▇▇▇▇▇ shall, to the fullest extent permitted by law, advance expenses to such Indemnified Parties prior to final disposition of any claim, suit, proceeding, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.106.9, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Foxtrot (DE) ▇▇▇▇▇▇ thereof, in writing, provided that the failure to so notify shall not affect the obligations of Foxtrot (DE) ▇▇▇▇▇▇ under this Section 6.10 6.9 except to the extent such failure to notify materially prejudices Foxtrot (DE)▇▇▇▇▇▇. Foxtrot (DE)'s ▇▇▇▇▇▇'▇ obligations under this Section 6.10 6.9 shall continue in full force and effect for a period of six years from the Effective Time (or the period of the applicable statute of limitations, if longer)Time; provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim. (b) From and after the Effective Time, ▇▇▇▇▇▇ or the parties Surviving Corporation shall cause Foxtrot (DE) to cause the individuals serving as officers and directors of Star and FirstarHFP, their respective its Subsidiaries or any entity specified in Section 3.5 of the Star Disclosure Schedule or the Firstar Disclosure HFP Schedule immediately prior to the Effective Time to be covered for a period for of six (6) years from the Effective Time (or the period of the applicable statute of limitations, if longer) by the a directors' and officers' liability insurance policies policy maintained or purchased by Star and Firstar, as applicable ▇▇▇▇▇▇ (provided that Foxtrot (DE) ▇▇▇▇▇▇ may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than either of such policies) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Foxtrot (DE) ▇▇▇▇▇▇ be required to expend more than 200250% of the current amount expended by Star and Firstar HFP (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and provided further that if Foxtrot (DE) ▇▇▇▇▇▇ is unable to maintain or obtain the insurance called for in this Section 6.10(b6.9(b), Foxtrot (DE) ▇▇▇▇▇▇ shall use its reasonable best efforts to obtain as much comparable insurance as available for the Insurance Amount). (c) In the event Foxtrot (DE) ▇▇▇▇▇▇ or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Foxtrot (DE) ▇▇▇▇▇▇ assume the obligations set forth in this section. (d) The provisions of this Section 6.10 6.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

D&O Indemnification. (a) In For a period of six (6) years from and after the Effective Time, and in any event subject to the provisions of Section 5.23(b)(iv), Buyer shall indemnify, defend and hold harmless the present and former directors and officers of the Bank (the “D&O Indemnified Parties”), against all Losses as incurred, in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal criminal, administrative or administrativeinvestigative (each a “Claim”), includingarising out of actions or omissions of such persons in the course of performing their duties for the Bank occurring at or before the Effective Time (including the transactions contemplated hereby), without limitationto the same extent as such persons have the right to be indemnified pursuant to the Organizational Documents of the Bank, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to effect on the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Star, Firstar, Foxtrot (DE) or any of their respective Subsidiaries, including any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of Star, Firstar, Foxtrot (DE) or any of their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Option Agreements or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Foxtrot (DE) shall indemnify and hold harmless, as and to the fullest extent permitted by law, each such applicable Law. (b) Any D&O Indemnified Party against wishing to claim indemnification under this Section 5.23 shall promptly notify Buyer upon learning of any lossesClaim, claimsprovided that failure to so notify shall not affect the obligation of Buyer under this Section 5.23, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claims, action, suit, proceeding or investigationunless, and only to the extent that, Buyer is actually and materially prejudiced in the defense of such Claim as a consequence. In the event of any such threatened or actual claim, action, suit, proceeding or investigation Claim (whether asserted or arising before or after the Effective Time); and Foxtrot , (DE), after consultation with an Indemnified Party, i) Buyer shall retain counsel and direct have the right to assume the defense thereof, provided, however, that by virtue of the obligations herein set forth, (A) Foxtrot (DE) thereof and Buyer shall not be liable to any such D&O Indemnified Party Parties for any legal expenses of other counsel or any other expenses subsequently incurred by any such D&O Indemnified Party Parties in connection with the defense thereof, except that if Foxtrot (DEii) fails or elects not to assume such defense or counsel for the D&O Indemnified Parties reasonably advises will cooperate in the Indemnified Parties that there are issues which raise conflicts defense of interest between Foxtrot (DE) and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Foxtrot (DE), and Foxtrot (DE) shall pay the reasonable fees and expenses of any such counsel for the Indemnified Parties promptly as statements therefor are receivedmatter, (Biii) Foxtrot (DE) shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Foxtrot (DE), that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Foxtrot (DE) shall be obligated to pay for such separate counsel, (C) Foxtrot (DE) Buyer shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (Div) Foxtrot (DE) Buyer shall have no obligation hereunder to indemnify any D&O Indemnified Party when and if such indemnification would be in violation of any applicable federal or state banking Laws or regulations, or in the event that a federal or state banking agency or a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, determine that indemnification of such a D&O Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Foxtrot Laws and regulations, whether or not related to banking Laws. (DEc) shall, to the fullest extent permitted by law, advance expenses to such Indemnified Parties prior to final disposition of any claim, suit, proceeding, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Foxtrot (DE) thereof, provided that the failure to so notify shall not affect the obligations of Foxtrot (DE) under this Section 6.10 except to the extent such failure to notify materially prejudices Foxtrot (DE). Foxtrot (DE)'s obligations under this Section 6.10 shall continue in full force and effect for For a period of six years following the Effective Time, Buyer will use its commercially reasonable efforts to provide director's and officer's liability insurance (herein, “D&O Insurance”) that serves to reimburse the present and former officers and directors of the Bank or its Subsidiaries (determined as of the Effective Time) with respect to claims against such directors and officers arising from facts or events occurring before the Effective Time (or including the period of the applicable statute of limitationstransactions contemplated hereby), if longer); provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim. (b) From and after the Effective Time, the parties shall cause Foxtrot (DE) to cause the individuals serving as officers and directors of Star and Firstar, their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule immediately prior to the Effective Time to be covered for a period for six (6) years from the Effective Time (or the period of the applicable statute of limitations, if longer) by the directors' and officers' liability which insurance policies maintained by Star and Firstar, as applicable (provided that Foxtrot (DE) may substitute therefor policies of will contain at least the same coverage and amounts containing amounts, and contain terms and conditions which are not no less advantageous than either of such policies) with respect to acts or omissions occurring prior to the Effective Time which were committed D&O Indemnified Party, as that coverage currently provided by such officers and directors in their capacity as suchthe Bank; provided, however, that in no event shall Foxtrot (DE) be required to expend more than 200% of the current amount expended by Star and Firstar (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and provided further that if Foxtrot (DE) Buyer is unable to maintain or obtain the insurance called for in by this Section 6.10(b)5.23, Foxtrot (DE) shall use its reasonable best efforts to obtain Buyer will provide as much comparable insurance as is reasonably available (subject to the limitations described below in this Section 5.23(c)); and provided, further, that officers and directors of the Bank or its Subsidiaries may be required to make application and provide customary representations and warranties to the carrier of the D&O Insurance for the purpose of obtaining such insurance. In no event shall Buyer be required to expend for such tail insurance a premium amount in excess of an amount equal to 150% of the annual premiums paid by the Bank for D&O Insurance in effect as of the date of this Agreement (the “Maximum D&O Tail Premium”). If the cost of such tail insurance exceeds the Maximum D&O Tail Premium, Buyer shall obtain tail insurance coverage or a separate tail insurance policy with the greatest coverage available for a cost not exceeding the Insurance Amount)Maximum D&O Tail Premium. (cd) In the event Foxtrot (DE) If Buyer or any of its successors or and assigns (i) consolidates shall consolidate with or merges merge into any other person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys shall transfer all or substantially all of its properties property and assets to any personindividual, corporation or other entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Foxtrot (DE) Buyer and its Subsidiaries shall assume the obligations set forth in this section. (d) Section 5.23. The provisions of this Section 6.10 5.23 are intended to be for the benefit of, and shall be enforceable byby each D&O Indemnified Party, and each D&O Indemnified Party and his or her Party’s heirs and personal and legal representatives.