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

D&O Indemnification and Insurance. For a period of --------------------------------- five (5) years following the Effective Time NewSouth and Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers of Company or Savings or any Company Subsidiaries on or before the 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 Effective Time in accordance with and subject to the requirements and other provisions of the Articles of Incorporation and Bylaws of NewSouth and Bank in effect on the date of this Agreement and applicable provisions of law 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. NewSouth shall cause the persons serving as officers or directors of the Company immediately prior to the Effective Time to be covered for a period of five (5) years from the Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that 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 Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall NewSouth be required to expend more than $35,000 to maintain or procure insurance coverage for such five years period pursuant hereto. This Section 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 --------------------------------- five three (53) years following the Acquisition Merger Effective Time NewSouth 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 or and 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 Articles Certificate of Incorporation or Charter and Bylaws of NewSouth Company and Bank Savings as in effect on the date of this Agreement and applicable provisions of law 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 Banklaw. NewSouth Commercial shall cause the persons serving as officers or and directors of the Company immediately prior to the Acquisition Merger Effective Time to be covered for a period of five (5) years 18 months from the Acquisition Merger Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that NewSouth 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 NewSouth Commercial be required to expend more than $35,000 150% of the amount currently expended by the Company on an annual basis to maintain or procure insurance coverage for such five years 18 month period pursuant hereto. This Section 4.11 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 --------------------------------- five (5) years following the Effective Time NewSouth and Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or officers of Company or Savings or any Company Subsidiaries on or before the 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 Effective Time in accordance with and subject to the requirements and other provisions of the Articles of Incorporation and Bylaws of NewSouth and Bank in effect on the date of this Agreement and applicable provisions of law 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. NewSouth shall cause the persons serving as officers or directors of the Company immediately prior to the Effective Time to be covered for a period of five (5) years from the Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that 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 Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall NewSouth be required to expend more than $35,000 to maintain or procure insurance coverage for such five years period pursuant hereto. This Section 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 --------------------------------- five three (53) years following the Acquisition Merger Effective Time NewSouth Commercial and Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors or and officers of Company or Savings or any 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 Articles of Incorporation and Bylaws of NewSouth Commercial and Bank in effect on the date of this Agreement and applicable provisions of law to the same extent as NewSouth 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 NewSouth Commercial and Bank. NewSouth Commercial shall cause the persons serving as officers or and directors of the Company immediately prior to the Acquisition Merger Effective Time to be covered for a period of five (5) years 18 months from the Acquisition Merger Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that NewSouth 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 NewSouth Commercial be required to expend more than $35,000 150% of the amount currently expended by the Company on an annual basis to maintain or procure insurance coverage for such five years 18 month period pursuant hereto. This Section 4.11 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.