Common use of Insurance Indemnity Clause in Contracts

Insurance Indemnity. (a) From and after the Effective Time, Univision will indemnify, defend and hold harmless to the fullest extent that HBC would have been permitted under applicable law each person who is now, or has been at any time before the date of this Agreement, an officer or director of HBC (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such occurring at or before the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (1) any Indemnified Party wishing to claim indemnification must promptly notify Univision thereof; (2) Univision must pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Univision, in advance of the final disposition of any such Action to the full extent permitted by applicable law, upon receipt of any undertaking required by applicable law; (3) Univision will cooperate in the defense of any such matter; provided that Univision will not be liable for any settlement effected without its written consent and provided, further, that Univision shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that in the opinion of counsel for the Indemnified Parties reasonably satisfactory to Univision, two or more of such Indemnified Parties have conflicting interests in the outcome of such action; (4) Univision will obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and (6) Univision will not be entitled to control (but will be entitled to participate at its own expense in the defense of), and the Indemnified Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (1) as to which Univision fails to assume the defense within a reasonable length of time or (2) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of Univision without the prior written consent of Univision. No Indemnified Party will be entitled to indemnity hereunder if it consents to the entry of any judgment or enters into any settlement with respect to a third party action over which it has sole control that does not include as an unconditional term thereof the giving by each claimant or plaintiff to Univision of a release from all liability in respect of such third-party action. (b) Univision must cause the Surviving Corporation of the Merger to keep in effect for five years following the Effective Time provisions in its Certificate of Incorporation and bylaws providing for exculpation of director liability and indemnification of the Indemnified Parties as are currently set forth in the HBC Certificate of Incorporation and bylaws, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification. (c) For five years after the Effective Time, Univision must cause to be maintained officers' and directors' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by HBC's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided that Univision will not be required to maintain or procure such coverage to pay an annual premium in excess of one and one-half times the current annual premium paid by HBC for its existing coverage (the "Cap"); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Univision will only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. HBC represents and warrants that the current annual premium paid by HBC for its existing coverage is $450,000. (d) The provisions of this Section will survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) At Closing, Univision will execute indemnification agreements in the form attached to Univision's Reports with any HBC directors and officers who become directors or executive officers of Univision or the Surviving Corporation.

Insurance Indemnity. (a) From and after For a period of six years following the Effective Time, Univision will Purchaser shall indemnify, defend and hold harmless to the fullest extent that HBC would have been permitted under applicable law each person Person who is now, now or has been at any time before the date of this Agreement, an officer or director of HBC the Company (individually, an "Indemnified PartyPerson" and collectively, the "Indemnified PartiesPersons"), against all lossesLosses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement actually incurred by the Indemnified Person in connection with any claim, action, suit, proceeding or investigation Proceeding arising out of or pertaining to acts or omissionsomissions (other than intentional misconduct, illegal acts or acts of fraud), or alleged acts or omissionsomissions (other than intentional misconduct, illegal acts or acts of fraud), by them in their capacities as such occurring at such, whether commenced, asserted or claimed before or after the Effective Time; provided, however, that no indemnification shall be made to any Indemnified Person to the extent it is finally determined by a court of competent jurisdiction (after all rights to appeal shall have expired) that such Indemnified Person did not, with the respect to the matter subject to indemnification hereunder, act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company (or any Subsidiary thereof). In the event of any such claimProceeding, action, suit, proceeding or investigation (an "Action"), (1i) any Indemnified Party wishing to claim indemnification must promptly notify Univision thereof; (2) Univision must Purchaser shall pay the reasonable fees and expenses of counsel selected by the Indemnified PartyPerson, which counsel shall be reasonably acceptable to UnivisionPurchaser, in advance of the final disposition of any such Action Proceeding to the full extent and under all circumstances permitted by applicable lawthe DGCL as in effect on the date hereof, upon receipt of any undertaking required by applicable law; , and (3ii) Univision Purchaser will cooperate in direct the defense of any such matter; provided that Univision will not be liable for any settlement effected without its written consent and provided, further, however, that Univision Purchaser shall not be obligated pursuant to this Section 6.2 to pay the fees and disbursements of more than one counsel for all Indemnified Parties Persons in any single Action Proceeding, except to the extent that that, in the opinion of counsel for the Indemnified Parties reasonably satisfactory to UnivisionPersons, two or more of such Indemnified Parties Persons have conflicting interests in the outcome of such action; (4) Univision will obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and (6) Univision will not be entitled to control (but will be entitled to participate at its own expense in the defense of), and the Indemnified Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (1) as to which Univision fails to assume the defense within a reasonable length of time or (2) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of Univision without the prior written consent of Univision. No Indemnified Party will be entitled to indemnity hereunder if it consents to the entry of any judgment or enters into any settlement with respect to a third party action over which it has sole control that does not include as an unconditional term thereof the giving by each claimant or plaintiff to Univision of a release from all liability in respect of such third-party action. (b) Univision must From and after the Effective Time, Purchaser shall purchase and maintain or cause the Surviving Corporation to purchase and maintain, for a period of the Merger to keep in effect for five six years following the Effective Time provisions in its Certificate Time, policies of Incorporation directors' and bylaws providing for exculpation of officers' liability insurance covering each Person who was a director liability and indemnification or officer of the Indemnified Parties Company at any time prior to the Effective Time with respect to claims arising from facts or events that occurred on or prior to the Effective Time and providing at least the same coverage and amounts and containing terms that are no less advantageous to the insured parties as are those in effect immediately prior to the Effective Time; provided, however, if the aggregate annual premiums for such insurance exceed 300% of the per annum rate of premiums currently set forth in paid by the HBC Certificate Company for such insurance, then the Surviving Corporation shall provide the maximum coverage that shall then be available at an annual premium equal to 300% of Incorporation and bylaws, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnificationsuch rate. (c) For five years after Each of Purchaser and Merger Sub covenants for itself and its successors and assigns, that it and they shall not (other than in the Effective Timecase of intentional misconduct, Univision must cause to be maintained officers' and directors' liability insurance covering illegal acts or acts of fraud) institute any action or proceeding in any court or before any administrative agency or before any other tribunal against any of the Indemnified Parties who are currently coveredcurrent directors or officers of the Company, in their capacities capacity as officers and directorssuch, by HBC's existing officers' and directors' liability insurance policies on terms substantially no less advantageous with respect to the Indemnified Parties than any liabilities, actions or causes of action, judgments, claims or demands of any nature or description (consequential, compensatory, punitive or otherwise), including in each such existing insurance; provided that Univision will not be required to maintain or procure such coverage to pay an annual premium in excess of one and one-half times the current annual premium paid by HBC for its existing coverage (the "Cap"); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess case any of the Capforegoing relating to, Univision will only be required arising out of or resulting from this Agreement or the transactions contemplated by this Agreement. Neither Purchaser nor the Surviving Corporation shall, nor shall either permit any of the Subsidiaries of the Surviving Corporation to, take any action directly or indirectly to obtain as much coverage as can be obtained by paying an annual premium equal disaffirm or adversely affect the provisions of the articles of organization and bylaws and any other written agreements of the Company or any of its Subsidiaries that provide indemnification of and expense reimbursement to the Cap. HBC represents and warrants that the current annual premium paid by HBC for its existing coverage is $450,000any Indemnified Person. (d) The provisions of this Section will survive 6.2 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 6.2 applies without the consummation consent of such Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 6.2 applies shall be third party beneficiaries of this Section 6.2 and shall be entitled to enforce the covenants contained herein) and each party entitled to insurance coverage under this Section 6.2, respectively, and his or her heirs and legal representatives, and shall be in addition to any other rights an Indemnified Person may have under the certificate or articles of incorporation or bylaws of the Merger and expressly are intended to benefit each Surviving Company or any of its Subsidiaries, under the Indemnified PartiesDGCL or otherwise. (e) At Closing, Univision will execute indemnification agreements in the form attached to Univision's Reports with any HBC directors and officers who become directors or executive officers of Univision or the Surviving Corporation.

Insurance Indemnity. (a) From and after For a period of six (6) years following the Effective Time, Univision will Purchaser shall cause the Surviving Corporation to indemnify, defend and hold harmless to the fullest extent that HBC would have been permitted under applicable law Law each person Person who is now, now or has been at any time before the date of this Agreement, an officer or director of HBC the Company (or any Subsidiary thereof) (individually, an "“Indemnified Party" Person” and collectively, the "“Indemnified Parties"Persons”), against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' ’ fees), judgments, fines, penalties and amounts paid in settlement actually incurred by the Indemnified Person in connection with any claim, action, suit, proceeding or investigation Proceeding arising out of or pertaining to acts or omissionsomissions (other than illegal acts or acts of fraud), or alleged acts or omissionsomissions (other than illegal acts or acts of fraud), by them prior to the Effective Time in their capacities as such occurring at such, whether commenced, asserted or claimed before or after the Effective Time; provided, however, that no indemnification shall be made to any Indemnified Person to the extent it is finally determined by a court of competent jurisdiction (after all rights to appeal shall have expired) that such Indemnified Person did not, with respect to the matter subject to indemnification hereunder, act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company (or any Subsidiary thereof). In the event of any such claimProceeding, action, suit, proceeding or investigation (an "Action"), (1i) any Indemnified Party wishing to claim indemnification must promptly notify Univision thereof; (2) Univision must the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified PartyPerson, which counsel shall be reasonably acceptable to Univisionthe Surviving Corporation, in advance of the final disposition of any such Action Proceeding to the full extent and under all circumstances permitted by applicable lawthe DGCL as in effect on the date hereof, upon receipt of any undertaking required by applicable law; Law, and (3ii) Univision the Surviving Corporation will cooperate in direct the defense of any such matter; provided that Univision will not be liable for any settlement effected without its written consent and provided, further, however, that Univision the Surviving Corporation shall not be obligated pursuant to this Section 6.2 to pay the fees and disbursements of more than one counsel for all Indemnified Parties Persons in any single Action Proceeding, except to the extent that that, in the opinion of counsel for the Indemnified Parties reasonably satisfactory to UnivisionPersons, two or more of such Indemnified Parties Persons have conflicting interests in the outcome of such action; (4) Univision will obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and (6) Univision will not be entitled to control (but will be entitled to participate at its own expense in the defense of), and the Indemnified Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (1) as to which Univision fails to assume the defense within a reasonable length of time or (2) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of Univision without the prior written consent of Univision. No Indemnified Party will be entitled to indemnity hereunder if it consents to the entry of any judgment or enters into any settlement with respect to a third party action over which it has sole control that does not include as an unconditional term thereof the giving by each claimant or plaintiff to Univision of a release from all liability in respect of such third-party action. (b) Univision must From and after the Effective Time, Purchaser shall either, at its option: (A) purchase and maintain or cause the Surviving Corporation to purchase and maintain, for a period of the Merger to keep in effect for five six (6) years following the Effective Time provisions in its Certificate Time, policies of Incorporation directors’ and bylaws providing for exculpation of officers’ liability insurance reasonably acceptable to the Company and covering each Person who was a director liability and indemnification or officer of the Indemnified Parties Company at any time prior to the Effective Time with respect to claims arising from facts or events that occurred on or prior to the Effective Time and providing at least the same coverage and amounts and containing terms that are no less advantageous to the insured parties as are those in effect immediately prior to the Effective Time; provided, however, if the aggregate annual premiums for such insurance exceed 225% of the per annum rate of premiums currently set forth paid by the Company for such insurance, then the Surviving Corporation shall provide the maximum coverage that shall then be available at an annual premium equal to 225% of such rate, or (B) cause the Surviving Corporation to purchase “tail” coverage pursuant to the Company’s directors’ and officers’ liability insurance in effect immediately prior to the HBC Certificate Effective Time for a six (6) year period, in which case Purchaser shall following the Effective Time cause the Surviving Corporation not to seek to revoke such tail coverage. The Company shall promptly notify Purchaser of Incorporation and bylawsany claims made, which provisions shall not be amended except as required by applicable law or except any facts or circumstances reasonably likely to make changes permitted by law that would enlarge lead to claims, prior to the Indemnified Parties' right of indemnificationEffective Time pursuant to such policy. (c) For five years after Neither Purchaser nor the Effective TimeSurviving Corporation shall, Univision must cause to be maintained officers' and directors' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by HBC's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided that Univision will not be required to maintain or procure such coverage to pay an annual premium in excess of one and one-half times the current annual premium paid by HBC for its existing coverage (the "Cap"); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess nor shall either permit any of the CapSubsidiaries of the Surviving Corporation to, Univision will only be required take any action directly or indirectly to obtain as much coverage as can be obtained by paying an annual premium equal disaffirm or adversely affect the provisions of the articles of organization and bylaws and any other written agreements of the Company or any of its Subsidiaries that provide indemnification of and expense reimbursement to the Cap. HBC represents and warrants that the current annual premium paid by HBC for its existing coverage is $450,000any Indemnified Person. (d) The provisions of this Section will survive 6.2 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 6.2 applies without the consummation consent of such Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 6.2 applies shall be third party beneficiaries of this Section 6.2 and shall be entitled to enforce the covenants contained herein) and each party entitled to insurance coverage under this Section 6.2, respectively, and his or her heirs and legal representatives, and shall be in addition to any other rights an Indemnified Person may have under the certificate or articles of incorporation or bylaws of the Merger and expressly are intended to benefit each Surviving Company or any of its Subsidiaries, under the Indemnified PartiesDGCL or otherwise. (e) At ClosingIn the event Purchaser or the Surviving Corporation or any of their respective 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, Univision will execute indemnification agreements 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 form attached to Univision's Reports with any HBC directors extent necessary proper provision shall be made so that the successors and officers who become directors or executive officers assigns of Univision Purchaser or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.2.

Insurance Indemnity. (a) From and For a period of six (6) years after the Effective Time, Univision will the Company shall indemnify, defend and hold harmless to the fullest extent that HBC would have been permitted under applicable law each person who is now, now or has been at an officer, director, employee, trustee or agent of the Company (or any time before subsidiary or division thereof), including, without limitation, each person controlling any of the date of this Agreement, an officer or director of HBC foregoing persons (individually, an and "Indemnified Party" and collectively, the "Indemnified Parties"), against ) against: (i) all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such occurring at such, whether commenced, asserted or claimed before or after the Effective Time. Time in connection with or relating to, directly or indirectly, this Agreement, the Merger, the Spin-Off, the Amendment or the transactions contemplated hereby or thereby. (ii) all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time in connection matters or transactions other than as set forth in (i) above, up to $1,000,000. (b) In the event of any such claim, action, suit, proceeding or investigation (an "Action"), , (1i) any Indemnified Party wishing to claim indemnification must promptly notify Univision thereof; (2) Univision must the Company shall pay the reasonable fees and expenses of counsel selected by the Indemnified PartyParty or with counsel of its choice if it elects to undertake the defense of such Action, which counsel shall in either case be reasonably acceptable to Univisionthe Company or such Indemnified Parties, as the case may be, in advance of the final disposition of any such Action to the full extent and under all circumstances permitted by applicable lawlaw as in effect on the date hereof, upon receipt of any undertaking required by applicable law; , and (3ii) Univision the Company will cooperate in the defense of any such matter; provided provided, however, that Univision will the Company shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and provided, further, that Univision the Company shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action Action, except to the extent that that, in the opinion of counsel for the Indemnified Parties reasonably satisfactory to UnivisionParties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action; (4) Univision will . The Company may obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and (6) Univision will not be entitled to control (but will be entitled to participate at its own expense in the defense of), and the Indemnified Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (1) as to which Univision fails to assume the defense within a reasonable length of time or (2) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of Univision without the prior written consent of Univision. No Indemnified Party will be entitled to indemnity hereunder if it consents to the entry of any judgment or enters into any settlement with respect to a third party action over which it has sole control that does not include as an unconditional term thereof the giving by each claimant or plaintiff to Univision of a release from all liability in respect of such third-party action. (b) Univision must cause the Surviving Corporation of the Merger to keep in effect for five years following the Effective Time provisions in its Certificate of Incorporation and bylaws providing for exculpation of director liability and indemnification of the Indemnified Parties as are currently set forth in the HBC Certificate of Incorporation and bylaws, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification. (c) For five years after the Effective Time, Univision must cause to be maintained officersdirectors' and directorsofficers' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by HBC's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided that Univision will not be required to maintain or procure such coverage to pay an annual premium in excess of one and one-half times the current annual premium paid by HBC for its existing coverage (the "Cap"); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Univision will only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. HBC represents and warrants that the current annual premium paid by HBC for its existing coverage is $450,000obligations under this Section. (d) The provisions of this Section will survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) At Closing, Univision will execute indemnification agreements in the form attached to Univision's Reports with any HBC directors and officers who become directors or executive officers of Univision or the Surviving Corporation.

Insurance Indemnity. (a) From and after the Effective Time, Univision IR will indemnify, defend and hold harmless to the fullest extent that HBC ZT would have been permitted under applicable law each person who is now, or has been at any time before the date of this Agreement, an officer or director of HBC ZT (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such occurring at or before the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (1) any Indemnified Party wishing to claim indemnification must promptly notify Univision IR thereof;, (2) Univision IR must pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to UnivisionIR, in advance of the final disposition of any such Action to the full extent permitted by applicable law, upon receipt of any undertaking required by applicable law;, and (3) Univision IR will cooperate in the defense of any such matter; provided PROVIDED that Univision IR will not be liable for any settlement effected without its written consent and providedPROVIDED, furtherFURTHER, that Univision IR shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that in the opinion of counsel for the Indemnified Parties reasonably satisfactory to UnivisionIR, two or more of such Indemnified Parties have conflicting interests in the outcome of such action; (4) Univision will obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and (6) Univision will not be entitled to control (but will be entitled to participate at its own expense in the defense of), and the Indemnified Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (1) as to which Univision fails to assume the defense within a reasonable length of time or (2) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of Univision without the prior written consent of Univision. No Indemnified Party will be entitled to indemnity hereunder if it consents to the entry of any judgment or enters into any settlement with respect to a third party action over which it has sole control that does not include as an unconditional term thereof the giving by each claimant or plaintiff to Univision of a release from all liability in respect of such third-party action. (b) Univision IR must cause the Surviving Corporation of the Merger or its successor to keep in effect for five seven years following the Effective Time provisions in its Certificate certificate of Incorporation incorporation and bylaws providing for exculpation of director liability and indemnification of the Indemnified Parties that is substantially the same as are is currently set forth in the HBC ZT Certificate of Incorporation and bylaws, which provisions shall not be amended except as required by applicable law or except giving effect for any successor to make changes permitted by law that would enlarge the Indemnified Parties' right laws of indemnificationthe state of incorporation of such successor. (c) For five seven years after the Effective Time, Univision IR must cause to be maintained officers' and directors' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by HBCZT's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided PROVIDED that Univision IR will not be required to maintain or procure such coverage to pay an annual premium in excess of one and one-half times the current annual premium paid by HBC ZT for its existing coverage (the "Cap")) in order to maintain or procure such coverage; and providedPROVIDED, furtherFURTHER, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Univision IR will only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. HBC represents and warrants that the current annual premium paid by HBC for its existing coverage is $450,000. (d) For two years after the Effective Time, IR must cause to be maintained either ZT's present insurance policy covering ZT's Retirement Savings Plan or a new policy with substantially similar terms, which may be an insurance policy that covers IR and its Subsidiaries. (e) The provisions of this Section will survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) At Closing, Univision will execute indemnification agreements in the form attached to Univision's Reports with any HBC directors and officers who become directors or executive officers of Univision or the Surviving Corporation.

Insurance Indemnity. (a) From and after the Effective Time, Univision will CFBI shall indemnify, defend and hold harmless to the fullest extent that HBC the Company or the Bank, as the case may be, would have been permitted under applicable law each person who is now, or has been at any time before prior to the date of this Agreementhereof, an officer or director of HBC the Company or the Bank (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such occurring at or before prior to the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), , (1i) any Indemnified Party wishing to claim indemnification must shall promptly notify Univision CFBI thereof; , (2ii) Univision must CFBI shall pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to UnivisionCFBI, in advance of the final disposition dispositon of any such Action to the full extent permitted by applicable law, upon receipt of any undertaking required by applicable law; , and (3iii) Univision CFBI will cooperate in the defense of any such matter; provided provided, however, that Univision will CFBI shall not be liable for any settlement effected without its written consent and provided, further, that Univision CFBI shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that that, in the opinion of counsel for the Indemnified Parties reasonably satisfactory to UnivisionParties, under applicable standards of professional conduct, there is a conflict in any one significant issue between the positions of two or more of such Indemnified Parties have conflicting interests in the outcome of such action; (4) Univision will obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and (6) Univision will not be entitled to control (but will be entitled to participate at its own expense in the defense of), and the Indemnified Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (1) as to which Univision fails to assume the defense within a reasonable length of time or (2) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of Univision without the prior written consent of Univision. No Indemnified Party will be entitled to indemnity hereunder if it consents to the entry of any judgment or enters into any settlement with respect to a third party action over which it has sole control that does not include as an unconditional term thereof the giving by each claimant or plaintiff to Univision of a release from all liability in respect of such third-party actionParties. (b) Univision must cause the Surviving Corporation For a period of the Merger to keep in effect for five years following the Effective Time provisions in its Certificate of Incorporation and bylaws providing for exculpation of director liability and indemnification of the Indemnified Parties as are currently set forth in the HBC Certificate of Incorporation and bylaws, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification. (c) For five four years after the Effective Time, Univision must CFBI shall cause to be maintained officers' and directors' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by HBCthe Bank's and Company's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided provided, however, that Univision will CFBI shall not be required in order to maintain or procure such coverage to pay an annual premium in excess of one and one-half times the current annual premium paid by HBC the Company for its existing coverage (the "Cap"); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Univision will CFBI shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. HBC represents ; and warrants provided, further, however, that the current annual premium paid by HBC for its existing coverage is $450,000. (d) The provisions of this Section will survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) At Closing, Univision will execute indemnification agreements in the form attached to Univision's Reports with any HBC such directors and officers who become directors or executive officers may be required to make application and provide customary representations and warranties to CFBI's insurance carrier for the purpose of Univision or the Surviving Corporationobtaining such coverage.

Insurance Indemnity. (a) From and Purchaser agrees that for a period of six years after the Effective TimeTime it shall, Univision will and shall cause the Surviving Corporation and its Subsidiaries to, indemnify, defend and hold harmless harmless, to the fullest same extent that HBC would have been permitted they are entitled to be indemnified under applicable law the existing certificate of incorporation or bylaws of the Company or any of its Subsidiaries, each person Person who is now, now or has been at any time before the date of this Agreement, an officer or director of HBC the Company or any of its Subsidiaries and each of their successors and assigns (individually, an "“Indemnified Party" Person” and collectively, the "“Indemnified Parties"Persons”), against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' ’ fees), judgments, fines, penalties and amounts paid in settlement actually incurred by the Indemnified Person in connection with any claim, action, suit, proceeding or investigation Proceeding arising out of or pertaining to acts or omissionsomissions (other than illegal acts or acts of fraud), or alleged acts or omissionsomissions (other than illegal acts or acts of fraud), by them in their capacities as such relating to any facts or events occurring at on or before prior to the Effective Time, - - whether commenced, asserted or claimed before or after the Effective Time; provided, however, that no indemnification shall be made to any Indemnified Person to the extent it is finally determined by a court of competent jurisdiction (after all rights to appeal shall have expired) that such Indemnified Person did not, with respect to the matter subject to indemnification hereunder, act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or any of its Subsidiaries. In the event of any such claimProceeding, action, suit, proceeding or investigation (an "Action"), (1i) any Indemnified Party wishing to claim indemnification must promptly notify Univision thereof; (2) Univision must Purchaser shall pay the reasonable fees and expenses of counsel selected by the Indemnified PartyPerson, which counsel shall be reasonably acceptable to UnivisionPurchaser, in advance of the final disposition of any such Action Proceeding to the full extent and under all circumstances permitted by applicable lawthe DGCL as in effect on the date of this Agreement, upon receipt of any undertaking required by applicable law; Law, (3ii) Univision the Indemnified Persons shall cooperate and reasonably assist Purchaser in the defense of such Proceeding and (iii) Purchaser will cooperate in direct the defense of any such matter; provided that Univision will not be liable for any settlement effected without its written consent and provided, further, however, that Univision Purchaser shall not be obligated pursuant to this Section 6.2(a) to pay the fees and disbursements of more than one counsel for all Indemnified Parties Persons in any single Action Proceeding, except to the extent that that, in the opinion of counsel for the Indemnified Parties reasonably satisfactory to UnivisionPersons, two or more of such Indemnified Parties Persons have conflicting interests in the outcome of such action; (4) Univision will obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and (6) Univision will not be entitled to control (but will be entitled to participate at its own expense in the defense of), and the Indemnified Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (1) as to which Univision fails to assume the defense within a reasonable length of time or (2) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of Univision without the prior written consent of Univision. No Indemnified Party will be entitled to indemnity hereunder if it consents to the entry of any judgment or enters into any settlement with respect to a third party action over which it has sole control that does not include as an unconditional term thereof the giving by each claimant or plaintiff to Univision of a release from all liability in respect of such third-party action. (b) Univision must cause the Surviving Corporation of the Merger to keep in effect for five years following the Effective Time provisions in its Certificate of Incorporation and bylaws providing for exculpation of director liability and indemnification of the Indemnified Parties as are currently set forth in the HBC Certificate of Incorporation and bylaws, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification. (c) For five years after the Effective Time, Univision must cause to be maintained officers' and directors' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by HBC's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided that Univision will not be required to maintain or procure such coverage to pay an annual premium in excess of one and one-half times the current annual premium paid by HBC for its existing coverage (the "Cap"); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Univision will only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. HBC represents and warrants that the current annual premium paid by HBC for its existing coverage is $450,000. (d) The provisions of this Section will survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) At Closing, Univision will execute indemnification agreements in the form attached to Univision's Reports with any HBC directors and officers who become directors or executive officers of Univision or the Surviving Corporation.

Insurance Indemnity. (a) From and after the Effective Time, Univision the Surviving Corporation will indemnify, defend and hold harmless harmless, to the fullest extent that HBC the Company would have been permitted be required under its presently existing Articles of incorporation, presently existing by-laws and applicable law law, each person who is now, now or has been at any time before was prior to the date of this Agreement, hereof an officer or director of HBC the Company or any of its Subsidiaries (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such occurring at or before prior to the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (1) , any Indemnified Party wishing to claim indemnification must will promptly notify Univision the Surviving Corporation thereof (provided that failure to so notify the Surviving Corporation will not affect the obligations of the Surviving Corporation to provide indemnification except to the extent that the Surviving Corporation shall have been prejudiced as a result of such failure). With respect to any Action for which indemnification is requested, the Surviving Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Surviving Corporation may assume the defense thereof; , with counsel reasonably satisfactory to the Indemnified Party. After notice from the Surviving Corporation to the Indemnified Party of its election to assume the defense of an Action, the Surviving Corporation will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, other than as provided below. The Surviving Corporation will not settle any Actions without the consent of the Indemnified Party where such settlement includes an admission of civil or criminal liability on behalf of an officer or director or requires any payment to be made by the Indemnified Party. The Indemnified Party will have the right to employ counsel in any Action, but the fees and expenses of such counsel incurred after notice from the Surviving Corporation of its assumption of the defense thereof will be at the expense of the Indemnified Party, unless (2i) Univision must pay the employment of counsel by the Indemnified Party has been authorized by the Surviving Corporation in writing, (ii) the Indemnified Party will have reasonably concluded upon the advice of counsel that there may be a conflict of interest between the Indemnified Party and the Surviving Corporation in the conduct of the defense of an Action, or (iii) the Surviving Corporation shall not in fact have employed counsel to assume the defense of an Action, in each of which cases the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall Party will be reasonably acceptable to Univision, in advance at the expense of the final disposition of any such Action to Surviving Corporation. Notwithstanding the full extent permitted by applicable lawforegoing, upon receipt of any undertaking required by applicable law; (3) Univision will cooperate in the defense of any such matter; provided that Univision Surviving Corporation will not be liable for any settlement effected without its written consent consent, which will not be unreasonably withheld, conditioned or delayed, and provided, further, that Univision shall the Surviving Corporation will not be obligated pursuant to this Section 6.9(a) to pay the fees and disbursements of more than one counsel (including local counsel) for all Indemnified Parties in any single Action Action, except to the extent that in the opinion of counsel for the Indemnified Parties reasonably satisfactory to Univision, two or more of such Indemnified Parties have conflicting interests in the outcome of such action; (4) Univision will obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and (6) Univision will not be entitled to control (but will be entitled to participate at its own expense in the defense of), and the Indemnified Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (1) as to which Univision fails to assume the defense within a reasonable length of time or (2) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of Univision without the prior written consent of Univision. No Indemnified Party will be entitled to indemnity hereunder if it consents to the entry of any judgment or enters into any settlement with respect to a third party action over which it has sole control that does not include as an unconditional term thereof the giving by each claimant or plaintiff to Univision of a release from all liability in respect of such third-party action. (b) Univision must cause the Surviving Corporation For a period of the Merger to keep in effect for five years following the Effective Time provisions in its Certificate of Incorporation and bylaws providing for exculpation of director liability and indemnification of the Indemnified Parties as are currently set forth in the HBC Certificate of Incorporation and bylaws, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification. (c) For five six years after the Effective Time, Univision must cause to be maintained the Surviving Corporation will maintain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by HBCthe Company's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided provided, however, that Univision the Surviving Corporation will not be required in order to maintain or procure such coverage to pay premiums on an annual premium annualized basis in excess of one and one-half times 200% of the current annual premium paid by HBC the Company for its existing coverage (the "Cap") (which current annual premium the Company represents and warrants to be approximately $100,000); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Univision the Surviving Corporation will only be required to obtain as much coverage as can be obtained by paying premiums on an annual premium annualized basis equal to the Cap. HBC represents and warrants that the current annual premium paid by HBC for its existing coverage is $450,000. (dc) The provisions of this Section 6.9 will survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified PartiesParties covered by such Section. (e) At Closing, Univision will execute indemnification agreements in the form attached to Univision's Reports with any HBC directors and officers who become directors or executive officers of Univision or the Surviving Corporation.

Insurance Indemnity. 21.1 The EPC Contractor shall at all times during the performance of the Services and Work and the duration of this Agreement provide and comply with, and require its Subcontractors to provide and comply with the minimum Insurance coverages as provided in Section 3.8. 21.2 To the fullest extent permitted by law, EPC Contractor shall defend, indemnify and hold harmless the Client and its officers, directors, employees, agents, affiliates and representatives (“Indemnitees”) from and against any and all claims, demands, suits, liabilities, proceeding, action, causes of action, losses, expenses, damages, fines, penalties, court costs and reasonable attorneys’ fees (collectively, “Claims”) arising out of or otherwise relating to (a) From and after the Effective Time, Univision will indemnify, defend and hold harmless to the fullest extent that HBC would have been permitted under applicable law each person who is now, or has been at any time before the date EPC Contractor’s breach of this Agreement; (b) any act or omission to act by the EPC Contractor, an officer any subcontractor or director supplier of HBC the EPC Contractor, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (individuallyc) violations of Legal Requirements by the EPC Contractor, an "Indemnified Party" and collectivelyany subcontractor or supplier of the EPC Contractor, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (d) the "Indemnified Parties"), against all losses, EPC Contractor’s performance or failure to perform as required by this Agreement; (e) claims, damagesliability, liabilitiesfines, costs or expenses imposed by a Governmental Authority; (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to f) the negligent acts or omissions, omissions or alleged acts willful misconduct of the EPC Contractor; (g) the EPC Contractor’s operations; or omissions, by them in their capacities as such occurring at or before the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (1h) any Indemnified Party wishing to claim indemnification must promptly notify Univision thereof; (2) Univision must pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Univision, in advance of the final disposition of any such Action to the full extent permitted by applicable lawEPC Contractor’s representations or warranties as contained in this Agreement. This indemnification, upon receipt of any undertaking required by applicable law; (3) Univision will cooperate in the defense of any such matter; provided that Univision will not be liable for any settlement effected without its written consent and provided, further, that Univision hold harmless obligation shall not be obligated pursuant to limited by insurance coverages and shall survive the termination or expiration of this Section to pay Agreement. 21.3 Each Party shall notify the fees and disbursements of more than one counsel for all Indemnified other Parties in any single Action except to the extent that in the opinion of counsel for the Indemnified Parties reasonably satisfactory to Univision, two or more of such Indemnified Parties have conflicting interests in the outcome of such action; (4) Univision will obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action Claims or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability threatened Claims in respect of such third-party action; and (6) Univision will not which it is or may be entitled to control (but will indemnification under this Article 21. Such Notice shall be entitled to participate at its own expense in given as soon as reasonably practicable after the defense of), and the Indemnified relevant Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (1) as to which Univision fails to assume the defense within a reasonable length of time or (2) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition becomes aware of the Indemnified Party; provided that the Indemnified Party shall make no settlement, compromise, admission, Claims or acknowledgment that would give rise to liability on the part of Univision without the prior written consent of Univision. No Indemnified Party will be entitled to indemnity hereunder if it consents to the entry of any judgment or enters into any settlement with respect to a third party action over which it has sole control that does not include as an unconditional term thereof the giving by each claimant or plaintiff to Univision of a release from all liability in respect of such third-party actionthreatened Claims. (b) Univision must cause the Surviving Corporation of the Merger to keep in effect for five years following the Effective Time provisions in its Certificate of Incorporation and bylaws providing for exculpation of director liability and indemnification of the Indemnified Parties as are currently set forth in the HBC Certificate of Incorporation and bylaws, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification. (c) For five years after the Effective Time, Univision must cause to be maintained officers' and directors' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by HBC's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided that Univision will not be required to maintain or procure such coverage to pay an annual premium in excess of one and one-half times the current annual premium paid by HBC for its existing coverage (the "Cap"); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Univision will only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. HBC represents and warrants that the current annual premium paid by HBC for its existing coverage is $450,000. (d) The provisions of this Section will survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) At Closing, Univision will execute indemnification agreements in the form attached to Univision's Reports with any HBC directors and officers who become directors or executive officers of Univision or the Surviving Corporation.

Insurance Indemnity. (a) From and after the Effective Time, Univision will CFBI shall indemnify, defend and hold harmless to the fullest extent that HBC the Company would have been permitted under applicable law each person who is now, or has been at any time before prior to the date of this Agreementhereof, an officer or director of HBC the Company (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such occurring at or before prior to the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), , (1i) any Indemnified Party wishing to claim indemnification must shall promptly notify Univision CFBI thereof; , (2ii) Univision must CFBI shall pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to UnivisionCFBI, in advance of the final disposition dispositon of any such Action to the full extent permitted by applicable law, upon receipt of any undertaking required by applicable law; , and (3iii) Univision CFBI will cooperate in the defense of any such matter; provided provided, however, that Univision will CFBI shall not be liable for any settlement effected without its written consent and provided, further, that Univision CFBI shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that that, in the opinion of counsel for the Indemnified Parties reasonably satisfactory to UnivisionParties, under applicable standards of professional conduct, there is a conflict in any one significant issue between the positions of two or more of such Indemnified Parties have conflicting interests in the outcome of such action; (4) Univision will obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and (6) Univision will not be entitled to control (but will be entitled to participate at its own expense in the defense of), and the Indemnified Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (1) as to which Univision fails to assume the defense within a reasonable length of time or (2) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of Univision without the prior written consent of Univision. No Indemnified Party will be entitled to indemnity hereunder if it consents to the entry of any judgment or enters into any settlement with respect to a third party action over which it has sole control that does not include as an unconditional term thereof the giving by each claimant or plaintiff to Univision of a release from all liability in respect of such third-party actionParties. (b) Univision must cause the Surviving Corporation For a period of the Merger to keep in effect for five years following the Effective Time provisions in its Certificate of Incorporation and bylaws providing for exculpation of director liability and indemnification of the Indemnified Parties as are currently set forth in the HBC Certificate of Incorporation and bylaws, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification. (c) For five four years after the Effective Time, Univision must CFBI shall cause to be maintained officers' and directors' liability insurance covering the Indemnified Parties who are currently covered, in their capacities as officers and directors, by HBCthe Company's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided provided, however, that Univision will CFBI shall not be required in order to maintain or procure such coverage to pay an annual premium in excess of one and one-half times the current annual premium paid by HBC the Company for its existing coverage (the "Cap"); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Univision will CFBI shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. HBC represents ; and warrants provided, further, however, that the current annual premium paid by HBC for its existing coverage is $450,000. (d) The provisions of this Section will survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) At Closing, Univision will execute indemnification agreements in the form attached to Univision's Reports with any HBC such directors and officers who become directors or executive officers may be required to make application and provide customary representations and warranties to CFBI's insurance carrier for the purpose of Univision or the Surviving Corporationobtaining such coverage.