Common use of Indemnification by the Bank Clause in Contracts

Indemnification by the Bank. The Bank will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Bank to any such holder, Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such Electing Holder and such underwriter for any reasonable and duly documented legal or other expenses incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Bank shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Bank by such person expressly for use therein.

Indemnification by the Bank. The Bank will and Parent shall jointly and severally indemnify and hold harmless Elavon, its affiliates, their respective successors and assigns, and their respective directors, officers, employees, consultants and agents (each an “Elavon Protected Party”) from any liability, loss, damage, diminution in value, cost, claim, consequential damages, suit, action or expense, including reasonable attorneys’ and accountants’ fees and expenses (collectively, “Elavon Loss”), incurred by a Elavon Protected Party that results from or arises out of (i) any breach or inaccuracy of any representation or warranty of the holders of Registrable Securities included Bank set forth in an Exchange Offer Registration Statementthis Agreement or any other Purchase Document, each whether such breach or inaccuracy exists or is made as of the Electing Holders Closing Date or the Effective Date; (ii) the breach by the Bank or Parent of Registrable Securities included any of their covenants or agreements contained in a Shelf Registration Statement and each person who participates as an underwriter in this Agreement or any offering other Purchase Document; (iii) any liability or sale of such Registrable Securities against any lossesobligation, claims, damages or liabilities, joint or several, to which such holder or underwriter may become subject under the Securities Act contingent or otherwise, insofar as such lossesof the Bank or Parent, claimsor otherwise arising from or relating to the Bank’s Merchant Business, damages exclusive of the Assumed Liabilities; (iv) violations of law, governmental rules or liabilities regulations, Credit Card Association rules or regulations, EFT Network rules and regulations, or wrongdoing or negligence by the Bank or Parent in performing obligations in connection with this Agreement; (or actions in respect thereofv) arise the [CONFIDENTIAL TREATMENT REQUESTED] Agreements, the [CONFIDENTIAL TREATMENT REQUESTED] Merchants (but only to the extent arising out of or are based upon relating to the[CONFIDENTIAL TREATMENT REQUESTED] Agreements or an untrue statement act or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as omission by the case may be, under which such Registrable Securities were registered under the Securities ActBank relating thereto), or any preliminaryobligation, final claim or summary prospectus contained therein other action arising out of or furnished relating to the [CONFIDENTIAL TREATMENT REQUESTED] Agreements or the [CONFIDENTIAL TREATMENT REQUESTED] Merchants (but only to the extent arising out of or relating to the [CONFIDENTIAL TREATMENT REQUESTED] Agreements or an act or omission by the Bank to relating thereto), including without limitation, any such holderclaims for chargebacks, Electing Holder or underwriterassessments, or any amendment or supplement theretointerchange fees, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintransaction fees, in light of the circumstances under which they were madefines, not misleading, and will reimburse such holder, such Electing Holder and such underwriter for any reasonable and duly documented legal penalties or other expenses incurred by them fees or charges; (vi) the acts or omissions of TIB or its affiliates in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the entry by the Bank shall not be liable to or Parent into this Agreement and the consummation of the sale of the Assets Sold or in connection with the transition activities contemplated by Article III hereof; and (vii) any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished act relating to the Bank by such person expressly for use thereinthe CDFI, FDIC or other governmental entity, including without limitation, the appointment of the CDFI, FDIC or any other governmental entity as conservator or receiver of the Bank.