Directors and Officers Protection. BB&T or a BB&T Subsidiary shall provide and keep in force for a period of three years after the Effective Time directors' and officers' liability insurance providing coverage to directors and officers of Republic for acts or omissions or alleged acts or omissions occurring prior to the Effective Time. Such insurance shall provide at least the same coverage and amounts as contained in Republic's policy on the date hereof; provided, that in no event shall the annual premium on such policy exceed 175% of the annual premium payments on Republic's policy in effect as of the date hereof (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, BB&T shall use its reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. Notwithstanding the foregoing, BB&T further agrees to indemnify from and after the Effective Time all individuals who are or have been officers, directors or employees of Republic or any Republic Subsidiary prior to the Effective Time with respect to any acts or omissions or alleged acts or omissions in such capacities prior to the Effective Time, to the fullest extent permitted by law.
Directors and Officers Protection. (a) SNC shall indemnify, defend, and hold harmless the present and former directors, officers, employees, and agents of UCB and the UCB Subsidiaries (each, an "Indemnified Party") against all liabilities arising out of actions or omissions arising out of the Indemnified Party's service or services as directors, officers, employees, or agents of UCB or, at UCB's request, of another corporation, partnership, joint venture, trust, or other enterprise occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) to the fullest extent permitted under North Carolina Law and by UCB's Articles of Incorporation and Bylaws as in effect on the date hereof, whether or not SNC is insured against any such matter. Without limiting the foregoing, in any case in which approval by SNC is required to effectuate any indemnification, SNC shall direct, at the election of the Indemnified Party, that the determination of any such approval shall be made by independent counsel mutually agreed upon between SNC and the Indemnified Party.
(b) SNC shall use its reasonable efforts to (i) cause the directors and officers of UCB immediately prior to the Effective Time to be covered under its then existing directors' and officers' liability insurance policy providing full coverage for acts occurring prior to the Effective Time; or (ii) to maintain in effect for a period of three years after the Effective Time UCB's existing directors' and officers' liability insurance policy (provided that SNC may substitute therefor (A) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (B) with the consent of UCB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that neither SNC nor the Surviving Corporation shall be obligated to make annual premium payments for such three year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to UCB's directors and officers, 150% of the annual premium payments on UCB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, SNC shall use its reasonable efforts to maintain the most adva...
Directors and Officers Protection. 38 5.14 Forbearances of BB&T..............................................38 5.15 Reports...........................................................39 5.16
Directors and Officers Protection. MidCountry or a MidCountry Subsidiary shall provide and keep in force for a period of three years after the Effective Time directors' and officers' liability insurance providing coverage to directors and officers of FSF for acts or omissions occurring prior to the Effective Time. Such insurance shall provide at least the same coverage and amounts as contained in FSF's policy on the date hereof; provided, that in no event shall the annual premium on such policy exceed 175% of the annual premium payments on FSF's policy in effect as of the date hereof (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, MidCountry shall use its best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. Notwithstanding the foregoing, MidCountry further agrees to indemnify all individuals who are or have been officers, directors or employees of FSF or any FSF Subsidiary prior to the Effective Time from any acts or omissions in such capacities prior to the Effective Time, to the extent that such indemnification is provided pursuant to the Articles of Incorporation or Bylaws of FSF on the date hereof and is permitted under the MBCA. If MidCountry or the MidCountry Subsidiary maintaining the insurance provided for in this Section 5.12 or any successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of the consolidation or merger, or shall transfer all or substantially all of its assets to any entity, MidCountry agrees that proper provision shall be made so that the successor or assign of MidCountry or the MidCountry Subsidiary shall assume the obligations in this Section 5.12. This Section 5.12 is intended for the benefit of and shall be enforceable by each indemnified officer and director and their respective heirs and representatives.
Directors and Officers Protection. CFB shall provide and keep in ----------------------------------- force for a period of five (5) years after the Effective Time directors' and officers' liability insurance providing coverage to directors and officers of First Deposit for acts or omissions occurring prior to the Effective Time. CFB shall use its best efforts to continue coverage under the existing First Deposit directors' and officers' liability insurance policy and First Deposit will use its best efforts to obtain a "tail rider" under such policy. Such insurance shall provide at least the same coverage and amounts as contained in First Deposit's policy on the date hereof except that in no event shall the annual premium on such policy exceed 150 percent of the annual premium on First Deposit's policy in effective as of the date hereof (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CFB shall use its reasonable efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. Notwithstanding the foregoing, CFB further agrees to indemnify all individuals who are or have been officers, directors or employees of First Deposit or any First Deposit subsidiary prior to the Effective Time from any acts or omissions in such capacities prior to the Effective Time to the extent that such indemnification is provided pursuant to the Articles of Incorporation of First Deposit or the governing instruments of the First Deposit subsidiaries on the date hereof and is permitted under the GBCC.
Directors and Officers Protection. 34 5.14 Forbearances of SNC............................................................................35 5.15 Assumption of Agreement by Acquiror............................................................36
Directors and Officers Protection. 8.1 The Company will maintain appropriate directors’ and officers’ liability insurance for the benefit of the Executive in respect of her period as a director of the Company and any Group Company on terms no less favourable than those applied to any current director or officer of the Company.
Directors and Officers Protection. BB&T or a BB&T Subsidiary shall provide and keep in force for a period of three years after the Effective Time directors' and officers' liability insurance providing coverage to directors and officers of FirstSpartan for acts or omissions occurring prior to the Effective Time. Such insurance shall provide at least the same coverage and amounts as contained in FirstSpartan's policy on the date hereof; provided, that in no event shall the annual premium on such policy exceed 150% of the annual premium payments on FirstSpartan's policy in effect as of the date hereof (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, BB&T shall use its reasonable efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. Notwithstanding the foregoing, BB&T further agrees to indemnify all individuals who are or have been officers, directors or employees of FirstSpartan or any FirstSpartan Subsidiary prior to the Effective Time from any acts or omissions in such capacities prior to the Effective Time, to the extent that such indemnification is provided pursuant to the Certificate of Incorporation or Bylaws of FirstSpartan on the date hereof and is permitted under the DGCL and the NCBCA. BB&T shall also advance indemnifiable expenses as incurred to the extent permitted by the Certificate of Incorporation or Bylaws of FirstSpartan on the date hereof and permitted under the DGCL and the NCBCA.
Directors and Officers Protection. 35 5.14 Forbearances of BB&T . . . . . . . . . . . . . . . . . . . . .. 35 5.15 Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 5.16
Directors and Officers Protection. SNC or a SNC Subsidiary shall purchase and keep in force for a period of three years after the Effective Time directors' and officers' liability insurance providing coverage to directors and officers of Virginia First for acts or omissions occurring prior to the Effective Time. Such insurance shall provide at least the same coverage and amounts as contained in Virginia First's policy on the date hereof; provided, that in no event shall the annual premium on such policy exceed 150% of the annual premium payments on Virginia First's policy in effect as of the date hereof (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, SNC shall use its reasonable efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. Notwithstanding the foregoing, SNC further agrees to indemnify all individuals who are or have been officers and directors of Virginia First prior to the Effective Time from any acts or omissions in such capacities prior to the Effective Time, to the extent indemnification is provided pursuant to the Articles of Incorporation of Virginia First on the date hereof and is permitted under the VSCA.
