Common use of By FNB Clause in Contracts

By FNB. If any matter subject to indemnification hereunder arises in ------ the form of a claim against FNB or its successors and assigns (herein referred to as a "Third Party Claim"), FNB promptly shall give notice and details thereof, including copies of all pleadings and pertinent documents, to Carolina. Within 15 days of such notice, Carolina either (i) shall pay the Third Party Claim either in full or upon agreed compromise or (ii) shall notify FNB that Carolina disputes the Third Party Claim and intends to defend against it, and thereafter shall so defend and pay any adverse final judgment or award in regard thereto. Such defense shall be controlled by Carolina and the cost of such defense shall be borne by Carolina except that FNB shall have the right to participate in such defense at its own expense and provided that Carolina shall have no right in connection with any such defense or the resolution of any such 57 Third Party Claim to impose any cost, restriction, limitation or condition of any kind upon FNB or its successors or assigns. FNB agrees that it shall cooperate in all reasonable respects in the defense of any such Third Party Claim, including making personnel, books and records relevant to the Third Party Claim available to Carolina without charge therefor except for out-of-pocket expenses. If Carolina fails to take action within 15 days as hereinabove provided or, having taken such action, thereafter fails diligently to defend and resolve the Third Party Claim, FNB shall have the right to pay, compromise or defend the Third Party Claim and to assert the indemnification provisions hereof. FNB also shall have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by Carolina.

By FNB. If any matter subject to indemnification hereunder arises in ------ the form of a claim against FNB or its successors and assigns (herein referred to as a "Third Party Claim"), FNB promptly shall give notice and details thereof, including copies of all pleadings and pertinent documents, to Carolina. Within 15 days of such notice, Carolina either (i) shall pay the Third Party Claim either in full or upon agreed compromise or (ii) shall notify FNB that Carolina disputes the Third Party Claim and intends to defend against it, and thereafter shall so defend and pay any adverse final judgment or award in regard thereto. Such defense shall be controlled by Carolina and the cost of such defense shall be borne by Carolina except that FNB shall have the right to participate in such defense at its own expense and provided that Carolina shall have no right in connection with any such defense or the resolution of any such 57 Third Party Claim to impose any cost, restriction, limitation or condition of any kind upon FNB or its successors or assigns. FNB agrees that it shall cooperate in all reasonable respects in the defense of any such Third Party Claim, including making personnel, books and records relevant to the Third Party Claim available to Carolina without charge therefor except for out-of-pocket expenses. If Carolina fails to take action within 15 days as hereinabove provided or, having taken such action, thereafter fails diligently to defend and resolve the Third Party Claim, FNB shall have the right to pay, compromise or defend the Third Party Claim and to assert the indemnification provisions hereof. FNB also shall have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by Carolina.