Common use of Insurance Indemnity Clause in Contracts

Insurance Indemnity. (a) From and after the Effective Time, Holding Company shall indemnify, defend and hold harmless to the fullest extent that CRA or OSI would have been permitted under applicable law each person who is now, or has been at any time prior to the date hereof, an officer or director of CRA or OSI (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including 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 prior to the Effective Time. In the event of any such claim, action, suit, proceeding, or investigation (an "Action"), (i) any Indemnified Party wishing to claim indemnification shall promptly notify Holding Company thereof, (ii) Holding Company shall pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Holding Company, 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 (iii) Holding Company will cooperate in the defense of any such matter; provided, however, that Holding Company shall not be liable for any settlement effected without its written consent and provided, further, that Holding 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 except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action.

Insurance Indemnity. (a) From and after For a period of six years following the Effective Time, Holding Company Purchaser shall indemnify, defend and hold harmless to the fullest extent that CRA or OSI would have been permitted under applicable law each person Person who is now, now or has been at any time prior to the date hereof, an officer or director of CRA or OSI the Company (individually, an "Indemnified PartyPerson" and collectively, the "Indemnified PartiesPersons"), against all lossesLosses, claims, damages, liabilities, costs or expenses (including 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 prior to 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 claim, action, suit, proceeding, or investigation (an "Action")Proceeding, (i) any Indemnified Party wishing to claim indemnification shall promptly notify Holding Company thereof, (ii) Holding Company Purchaser shall pay the reasonable fees and expenses of counsel selected by the Indemnified PartyPerson, which counsel shall be reasonably acceptable to Holding CompanyPurchaser, 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 (iiiii) Holding Company Purchaser will cooperate in direct the defense of any such matter; providedprovided further, however, that Holding Company shall not be liable for any settlement effected without its written consent and provided, further, that Holding Company 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, in the opinion of counsel for the Indemnified PartiesPersons, two or more of such Indemnified Parties Persons have conflicting interests in the outcome of such action.

Insurance Indemnity. (a) From and after the Effective Time, Holding Company CFBI shall indemnify, defend and hold harmless to the fullest extent that CRA or OSI the Company would have been permitted under applicable law each person who is now, or has been at any time prior to the date hereof, an officer or director of CRA or OSI the Company (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including 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 prior to the Effective Time. In the event of any such claim, action, suit, proceeding, proceeding or investigation (an "Action"), (i) any Indemnified Party wishing to claim indemnification shall promptly notify Holding Company CFBI thereof, (ii) Holding Company CFBI shall pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Holding CompanyCFBI, 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 (iii) Holding Company CFBI will cooperate in the defense of any such matter; provided, however, that Holding Company CFBI shall not be liable for any settlement effected without its written consent and provided, further, that Holding Company 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, in the opinion of counsel for the Indemnified Parties, 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 actionParties.

Insurance Indemnity. (a) From and after the Effective Time, Holding Company shall the Surviving Corporation will indemnify, defend and hold harmless harmless, to the fullest extent that CRA or OSI 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 was prior to the date hereof, hereof an officer or director of CRA the Company or OSI any of its Subsidiaries (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including 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 prior to the Effective Time. In the event of any such claim, action, suit, proceeding, proceeding or investigation (an "Action"), (i) any Indemnified Party wishing to claim indemnification shall will promptly notify Holding Company 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 (i) the employment of counsel by the Indemnified Party has been authorized by the Surviving Corporation in writing, (ii) Holding Company 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 pay 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 Holding Company, 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, and (iii) Holding Company the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that Holding Company shall 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 Holding Company 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, two or more of such Indemnified Parties have conflicting interests in the outcome of such action.

Insurance Indemnity. (a) From and after the Effective Time, Holding Company shall indemnify, defend and hold harmless to the fullest extent that CRA or OSI the Company would have been permitted under applicable law each person who is now, or has been at any time prior to the date hereof, an officer or director of CRA or OSI the Company (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including 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 prior to the Effective Time. In the event of any such claim, action, suit, proceeding, proceeding or investigation (an "Action"), (i) any Indemnified Party wishing to claim indemnification shall promptly notify Holding Company thereof, (ii) Holding Company shall pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Holding Company, 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 (iii) the Holding Company will cooperate in the defense of any such matter; provided, however, that Holding Company shall not be liable for any settlement effected without its written consent and provided, further, that Holding 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 except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. (b) Holding Company shall cause the surviving corporation of the Company Merger to keep in effect provisions in its Certificate of Incorporation and Bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted under the NYBCL, 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 a period of three years after the Effective Time, Holding Company 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 the Company's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance; provided, however, that Holding Company 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 the Company for its existing coverage (the "Cap") (which current annual premium the Company represents and warrants to be approximately $300,000); 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, Holding Company shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. (d) The provisions of this Section shall survive the consummation of the Mergers and expressly are intended to benefit each of the Indemnified Parties. 7.13.

Insurance Indemnity. (a) From and after the Effective Time, Holding Company CFBI shall indemnify, defend and hold harmless to the fullest extent that CRA the Company or OSI 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 prior to the date hereof, an officer or director of CRA the Company or OSI the Bank (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including 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 prior to the Effective Time. In the event of any such claim, action, suit, proceeding, proceeding or investigation (an "Action"), (i) any Indemnified Party wishing to claim indemnification shall promptly notify Holding Company CFBI thereof, (ii) Holding Company CFBI shall pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Holding CompanyCFBI, 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 (iii) Holding Company CFBI will cooperate in the defense of any such matter; provided, however, that Holding Company CFBI shall not be liable for any settlement effected without its written consent and provided, further, that Holding Company 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, in the opinion of counsel for the Indemnified Parties, 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 actionParties.

Insurance Indemnity. USPI shall cause the Surviving Corporation to maintain in effect for not less than six years after the Effective Time, OPC's current directors and officers insurance policies (aor policies of at least the same coverage containing terms and conditions no less advantageous to the current and all former directors and officers of OPC) with respect to acts or failures to act prior to the Effective Time; provided, however, that in order to maintain or procure such coverage, USPI shall not be required to pay an annual premium in excess of two times the current annual premium paid by OPC 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, USPI shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. From and after the Effective Time, Holding Company the Surviving Corporation shall indemnify, defend indemnify and hold harmless to the fullest extent that CRA or OSI would have been permitted under applicable law law, each person who is nowis, or has been at any time prior to the date hereofhereof or who becomes prior to the Effective Time, an officer or director of CRA OPC or OSI any of its Subsidiaries (individuallyeach, an "Indemnified Party" and collectively, the "Indemnified Parties"), ) against all losses, claims, damages, liabilities, costs or expenses (including 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, which acts or omissions occurred prior to the Effective Time. In the event of any such claim, action, suit, proceeding, proceeding or investigation (an "Action"), (i) any Indemnified Party wishing to claim indemnification shall promptly notify Holding Company thereof, (ii) Holding Company the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Holding Companythe Surviving Corporation, 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 (iiiii) Holding Company will the Surviving Corporation shall cooperate in the defense of any such matter; provided, however, provided that Holding Company shall it will not be liable for any settlement effected without its written consent and provided, further, (which consent shall not be unreasonably withheld); provided further that Holding Company the Surviving Corporation 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, two or more of such Indemnified Parties have conflicting interests in the outcome of such actionAction. The rights of each Indemnified Party hereunder shall be in addition to any other rights the Indemnified Party may have under the Certificate of Incorporation or Bylaws of the Surviving Corporation, under the DGCL or otherwise. The provisions of this Section shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties.