Common use of Conditions Precedent to Indemnification Clause in Contracts

Conditions Precedent to Indemnification. It is a condition precedent to the obligation of the Receiver to indemnify any Indemnitee pursuant to this Article XII that the Indemnitee will, with respect to any claim made or threatened against that Indemnitee for which that Indemnitee is or may be entitled to indemnification under this Article XII: (a) give written notice to the Supervisory Counsel (Resolution and Receivership Unit) of the Corporation in the manner and at the address provided in Section 13.6 of that claim as soon as practicable after that claim is made or threatened; provided that notice must be given on or before the date that is six (6) years from the date of this Agreement; (b) provide to the Receiver the information and cooperation with respect to that claim as the Receiver may reasonably require; (c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and protect any defense to that claim; (d) if suit is brought with respect to that claim, upon reasonable prior notice, afford to the Receiver the right, that the Receiver may exercise in its sole and absolute discretion, to conduct the investigation, control the defense and effect settlement of that claim, including the right to designate counsel and to control all negotiations, litigation, arbitration, settlements, compromises, and appeals of that claim, all of which will be at the expense of the ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇

Appears in 1 contract

Sources: Purchase and Assumption Agreement

Conditions Precedent to Indemnification. It is shall be a condition precedent to the obligation of the Receiver to indemnify any Indemnitee Person pursuant to this Article XII that the Indemnitee willsuch Person shall, with respect to any claim made or threatened against that Indemnitee such Person for which that Indemnitee such Person is or may be entitled to indemnification under this Article XII: hereunder: (a) give written notice to the Supervisory Regional Counsel (Resolution and Receivership UnitLitigation Branch) of the Corporation in the manner and at the address provided in Section 13.6 of that such claim as soon as practicable after that such claim is made or threatened; provided that notice must be given on or before the date that which is six (6) years from the date of this Agreement; ; (b) provide to the Receiver the such information and cooperation with respect to that such claim as the Receiver may reasonably require; ; (c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and protect any defense to that such claim; ; (d) if in the event suit is brought with respect to that such claim, upon reasonable prior notice, afford to the Receiver the right, that which the Receiver may exercise in its sole and absolute discretion, to conduct the investigation, control the defense and effect settlement of that such claim, including without limitation the right to designate counsel and to control all negotiations, litigation, arbitration, settlements, compromises, compromises and appeals of that any such claim, all of which will shall be at the expense of the ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇Receiver; provided that the Receiver shall have notified the Person

Appears in 1 contract

Sources: Purchase and Assumption Agreement (First NBC Bank Holding Co)

Conditions Precedent to Indemnification. It is shall be a condition precedent to the obligation of the Receiver to indemnify any Indemnitee Person pursuant to this Article XII that the Indemnitee willsuch Person shall, with respect to any claim made or threatened against that Indemnitee such Person for which that Indemnitee such Person is or may be entitled to indemnification under this Article XIIhereunder: (a) give written notice to the Supervisory Regional Counsel (Resolution and Receivership UnitLitigation Branch) of the Corporation in the manner and at the address provided in Section 13.6 of that such claim as soon as practicable after that such claim is made or threatened; provided that notice must be given on or before the date that which is six (6) years from the date of this Agreement; (b) provide to the Receiver the such information and cooperation with respect to that such claim as the Receiver may reasonably require; (c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and protect any defense to that such claim; (d) if in the event suit is brought with respect to that such claim, upon reasonable prior notice, afford to the Receiver the right, that which the Receiver may exercise in its sole and absolute discretion, to conduct the investigation, control the defense and effect settlement of that such claim, including without limitation the right to designate counsel and to control all negotiations, litigation, arbitration, settlements, compromises, compromises and appeals of that any such claim, all of which will shall be at the expense of the ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇Receiver; provided that the Receiver shall have notified the Person claiming indemnification in writing that such claim is a claim with respect to which such Person is entitled to indemnification under this Article XII; Basic P&A Agreement Version 6.2P – PURCHASE AND ASSUMPTION AGREEMENT Basic P&A Agreement

Appears in 1 contract

Sources: Purchase and Assumption Agreement (Bay Bancorp, Inc.)

Conditions Precedent to Indemnification. It is shall be a condition precedent to the obligation of the Receiver to indemnify any Indemnitee Person pursuant to this Article XII that the Indemnitee willsuch Person shall, with respect to any claim made or threatened against that Indemnitee such Person for which that Indemnitee such Person is or may be entitled to indemnification under this Article XIIhereunder: (a) give written notice to the Supervisory Regional Counsel (Resolution and Receivership UnitLitigation Branch) of the Corporation in the manner and at the address provided in Section 13.6 of that such claim as soon as practicable after that such claim is made or threatened; provided that notice must be given on or before the date that which is six (6) years from the date of this Agreement; (b) provide to the Receiver the such information and cooperation with respect to that such claim as the Receiver may reasonably require; (c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and protect any defense to that such claim; (d) if in the event suit is brought with respect to that such claim, upon reasonable prior notice, afford to the Receiver the right, that which the Receiver may exercise in its sole and absolute discretion, to conduct the investigation, control the defense and effect settlement of that such claim, including without limitation the right to designate counsel and to control all negotiations, litigation, arbitration, settlements, compromises, compromises and appeals of that any such claim, all of which will shall be at the expense of the ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇Receiver; provided that the Receiver shall have notified the Person claiming indemnification in writing that such claim is a claim with respect to which such Person is entitled to indemnification under this Article XII; Whole Bank w/ Optional Shared Loss Agreements Carolina Federal Savings Bank

Appears in 1 contract

Sources: Purchase and Assumption Agreement (BNC Bancorp)