Common use of D&O Indemnification and Insurance Clause in Contracts

D&O Indemnification and Insurance. For a period of three (3) years following the Acquisition Merger Effective Time or until the expiration of the applicable statute of limitations, but in no event beyond six years following the Acquisition Merger Effective Time, Commercial and Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors and officers of Company or Savings or any other Company Subsidiaries on or before the Acquisition Merger Effective Time with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Acquisition Merger Effective Time in accordance with and subject to the requirements and other provisions of the Certificate of Incorporation or Charter and Bylaws of Company and Savings as in effect on the date of this Agreement and applicable provisions of law. Commercial shall cause the persons serving as officers and directors of the Company immediately prior to the Acquisition Merger Effective Time to be covered for a period of 18 months from the Acquisition Merger Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that Commercial may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not materially less advantageous than such policy) with respect to acts or omissions occurring prior to the Acquisition Merger Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Commercial be required to expend more than 150% of the amount currently expended by the Company on an annual basis to maintain or procure insurance coverage for such 18 month period pursuant hereto. This Section 4.13 shall be construed as an agreement as to which the directors and officers of Company and Savings referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representatives.

D&O Indemnification and Insurance. For a period of three --------------------------------- five (35) years following the Acquisition Merger Effective Time or until the expiration of the applicable statute of limitations, but in no event beyond six years following the Acquisition Merger Effective Time, Commercial NewSouth and Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors and or officers of Company or Savings or any other Company Subsidiaries on or before the Acquisition Merger Effective Time ("Indemnities") with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Acquisition Merger Effective Time in accordance with and subject to the requirements and other provisions of the Certificate Articles of Incorporation or Charter and Bylaws of Company NewSouth and Savings as Bank in effect on the date of this Agreement and applicable provisions of lawlaw to the same extent as NewSouth is obligated thereunder to indemnify and advance expenses to its own directors and officers with respect to liabilities and claims made against them resulting from their service for NewSouth and Bank. Commercial NewSouth shall cause the persons serving as officers and or directors of the Company immediately prior to the Acquisition Merger Effective Time to be covered for a period of 18 months five (5) years from the Acquisition Merger Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that Commercial NewSouth may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not materially less advantageous than such policy) with respect to acts or omissions occurring prior to the Acquisition Merger Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Commercial NewSouth be required to expend more than 150% of the amount currently expended by the Company on an annual basis $35,000 to maintain or procure insurance coverage for such 18 month five years period pursuant hereto. This Section 4.13 4.11 shall be construed as an agreement as to which the directors and officers of Company and Savings referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representatives.

D&O Indemnification and Insurance. For a period of three five (35) years following the Acquisition Merger Effective Time or until the expiration of the applicable statute of limitations, but in no event beyond six years following the Acquisition Merger Effective Time, Commercial NewSouth and Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors and or officers of Company or Savings or any other Company Subsidiaries on or before the Acquisition Merger Effective Time ("Indemnities") with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Acquisition Merger Effective Time in accordance with and subject to the requirements and other provisions of the Certificate Articles of Incorporation or Charter and Bylaws of Company NewSouth and Savings as Bank in effect on the date of this Agreement and applicable provisions of lawlaw to the same extent as NewSouth is obligated thereunder to indemnify and advance expenses to its own directors and officers with respect to liabilities and claims made against them resulting from their service for NewSouth and Bank. Commercial NewSouth shall cause the persons serving as officers and or directors of the Company immediately prior to the Acquisition Merger Effective Time to be covered for a period of 18 months five (5) years from the Acquisition Merger Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that Commercial NewSouth may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not materially less advantageous than such policy) with respect to acts or omissions occurring prior to the Acquisition Merger Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Commercial NewSouth be required to expend more than 150% of the amount currently expended by the Company on an annual basis $35,000 to maintain or procure insurance coverage for such 18 month five years period pursuant hereto. This Section 4.13 4.11 shall be construed as an agreement as to which the directors and officers of Company and Savings referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representatives.

D&O Indemnification and Insurance. For a period of three (3) years following the Acquisition Merger Effective Time or until the expiration of the applicable statute of limitations, but in no event beyond six years following the Acquisition Merger Effective Time, Commercial and Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors and officers of Company or Savings or any other Company Subsidiaries on or before the Acquisition Merger Effective Time with respect to liabilities and claims (and related expenses, including fees and disbursements of counsel) made against them resulting from their service as such prior to the Acquisition Merger Effective Time in accordance with and subject to the requirements and other provisions of the Certificate Articles of Incorporation or Charter and Bylaws of Company Commercial and Savings as Bank in effect on the date of this Agreement and applicable provisions of lawlaw to the same extent as Commercial is obligated thereunder to indemnify and advance expenses to its own directors and officers with respect to liabilities and claims made against them resulting from their service for Commercial and Bank. Commercial shall cause the persons serving as officers and directors of the Company immediately prior to the Acquisition Merger Effective Time to be covered for a period of 18 months from the Acquisition Merger Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that Commercial may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not materially less advantageous than such policy) with respect to acts or omissions occurring prior to the Acquisition Merger Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Commercial be required to expend more than 150% of the amount currently expended by the Company on an annual basis to maintain or procure insurance coverage for such 18 month period pursuant hereto. This Section 4.13 shall be construed as an agreement as to which the directors and officers of Company and Savings referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their heirs and representatives.