Common use of Indemnification of Corporation and Receiver Clause in Contracts

Indemnification of Corporation and Receiver. From and after Bank Closing, the Agent Bank agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank expressly assumed by the Agent Bank in this Agreement or subsequent to the execution hereof in writing by the Agent Bank or any Subsidiary or Affiliate of the Agent Bank, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in paragraph (6) or (7) of Section 10.1(a); and (b) claims based on any act or omission of any Indemnitee, other than any action or inaction of any Indemnitee as provided in paragraph (6) or (7) of Section 10.1(a).