Common use of Exemption from Liability Clause in Contracts

Exemption from Liability. Under Section 16(b). Assuming that Franklin delivers to Fifth Third the Section 16 Information in a timely fashion prior to the Effective Time, the Board of Directors of Fifth Third, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution, expressly relying on Franklin's representation that any such options or other grants were upon their issuance exempt from liability pursuant to Section 16(b) under the Exchange Act, providing that the receipt by the Franklin Insiders of Fifth Third Common Stock in exchange for shares of Franklin Common Stock, and of options to purchase shares of Fifth Third Common Stock upon conversion of options to purchase shares of Franklin Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act; provided, however, that the Board of Directors of Fifth Third will be under no obligation to adopt such a resolution unless it may expressly rely on a written representation by Franklin that any such options or other grants were, upon their issuance, exempt from liability pursuant to Section 16(b) under the Exchange Act. "Section 16 Information" shall mean information accurate in all respects regarding the Franklin Insiders, the number of shares of Franklin Common Stock held by each such Franklin Insider and expected to be exchanged for Fifth Third Common Stock in the Merger, and the number and description of the options to purchase shares of Franklin Common Stock held by each such Franklin Insider and expected to be converted into options to purchase shares of Fifth Third Common Stock in connection with the Merger. " Franklin Insiders" shall mean those officers and directors of Franklin who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability. Under Section 16(b). Assuming that Franklin delivers If Morgxx xxxivers to Fifth Third the Section 16 Information Regions in a timely fashion prior to the Effective Time, the Board Time accurate information regarding those officers and directors of Directors of Fifth Third, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior Morgxx xxxject to the Effective Time adopt a resolution, expressly relying on Franklin's representation that any such options or other grants were upon their issuance exempt from liability pursuant to reporting requirements of Section 16(b16(a) under of the Exchange Act, providing that 1934 Act (the receipt by the Franklin Insiders of Fifth Third Common Stock in exchange for shares of Franklin Common Stock, and of options to purchase shares of Fifth Third Common Stock upon conversion of options to purchase shares of Franklin Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act; provided, however, that the Board of Directors of Fifth Third will be under no obligation to adopt such a resolution unless it may expressly rely on a written representation by Franklin that any such options or other grants were, upon their issuance, exempt from liability pursuant to Section 16(b) under the Exchange Act. "Section 16 Information" shall mean information accurate in all respects regarding the Franklin InsidersMorgxx Xxxiders"), the number of shares of Franklin Common Morgxx Xxxmon Stock held or to be held by each such Franklin Insider and Morgxx Xxxider expected to be exchanged for Fifth Third the Regions Common Stock in the Merger, and the number and description of the options to purchase shares of Franklin Common Morgxx Xxxmon Stock held by each such Franklin Insider Morgxx Xxxider and expected to be converted into options to purchase shares of Fifth Third the Regions Common Stock in connection with the Merger. " Franklin Insiders" , the Board of Directors of Regions, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the 1934 Act), shall mean those officers reasonably promptly thereafter, and directors of Franklin who are subject in any event prior to the reporting requirements of Section 16(a) Effective Time, adopt a resolution providing that the receipt by the Morgxx Xxxiders of the Exchange Act Regions Common Stock in exchange for shares of Morgxx Xxxmon Stock, and who of options to purchase shares of the Regions Corporation Common Stock upon conversion of options to purchase Morgxx Xxxmon Stock, in each case pursuant to the transactions contemplated by this Agreement and to the extent such securities are listed in the information provided by Morgxx, xxe approved by such Board of Directors or by such committee thereof, and are intended to be exempt from Liability pursuant to Section 16 Information16(b) of the 1934 Act, such that any such receipt shall be so exempt. Morgxx xxxll take all such steps as may be required to cause the transactions contemplated by Section 3.5 of this Agreement and any other dispositions of Morgxx xxxity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Morgxx xx be exempt under Rule 16b-3 promulgated under the 1934 Act.

Exemption from Liability. Under Section 16(b16(B). Assuming that Franklin Peoples Bank Corporation delivers to Fifth Third the Section 16 Information in a timely fashion prior to the Effective Time, the Board of Directors of Fifth Third, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution, expressly relying on FranklinPeoples Bank Corporation's representation that any such options or other grants were upon their issuance exempt from liability pursuant to Section 16(b) under the Exchange Act, providing that the receipt by the Franklin Peoples Insiders of Fifth Third Common Stock in exchange for shares of Franklin Peoples Bank Corporation Common Stock, and of options to purchase shares of Fifth Third Common Stock upon conversion of options to purchase shares of Franklin Peoples Bank Corporation Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act; provided, however, that the Board of Directors of Fifth Third will be under no obligation to adopt such a resolution unless it may expressly rely on a written representation by Franklin Peoples Bank Corporation that any such options or other grants were, upon their issuance, exempt from liability pursuant to Section 16(b) under the Exchange Act. "Section 16 Information" shall mean information accurate in all respects regarding the Franklin Peoples Insiders, the number of shares of Franklin Peoples Bank Corporation Common Stock held by each such Franklin Peoples Insider and expected to be exchanged for Fifth Third Common Stock in the Merger, and the number and description of the options to purchase shares of Franklin Peoples Bank Corporation Common Stock held by each such Franklin Peoples Insider and expected to be converted into options to purchase shares of Fifth Third Common Stock in connection with the Merger. " Franklin "Peoples Insiders" shall mean those officers and directors of Franklin Peoples Bank Corporation who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability. Under Section 16(b). Assuming that Franklin Lycos delivers (as defined below) to Fifth Third Terra the Section 16 Information reasonably in a timely fashion prior to advance of the Exchange Effective Time, the Board of Directors of Fifth ThirdTerra, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution, expressly relying on Franklin's representation that any such options or other grants were upon their issuance exempt from liability pursuant to Section 16(b) under the Exchange Act, resolution providing that the receipt by the Franklin Lycos Insiders (as defined below) of Fifth Third Common Terra Stock in exchange for shares of Franklin Lycos Common Stock, and of options to purchase shares of Fifth Third Common Terra Stock upon conversion of options to purchase shares of Franklin Lycos Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 InformationInformation provided by Lycos to Terra prior to the Exchange Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act; provided, however, that the Board of Directors of Fifth Third will be under no obligation to adopt Act such a resolution unless it may expressly rely on a written representation by Franklin that any such options or other grants were, upon their issuance, exempt from liability pursuant to Section 16(b) under the Exchange Actreceipt shall be so exempt. "Section SECTION 16 InformationINFORMATION" shall mean information accurate in all respects regarding the Franklin Lycos Insiders, the number of shares of Franklin Lycos Common Stock held by each such Franklin Lycos Insider and expected to be exchanged for Fifth Third Terra Common Stock in the Reincorporation Merger, and the number and description of the options to purchase shares of Franklin Lycos Common Stock held by each such Franklin Lycos Insider and expected to be converted into options to purchase shares of Fifth Third Terra Common Stock in connection with the Reincorporation Merger. " Franklin Insiders"LYCOS INSIDERS" shall mean those officers and directors of Franklin Lycos who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability. Under Section 16(b). Bank of America and FleetBoston agree that, in order to most effectively compensate and retain FleetBoston Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that FleetBoston Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of FleetBoston Common Stock and FleetBoston Stock Options into shares of Bank of America Common Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.12. Assuming that Franklin FleetBoston delivers to Fifth Third Bank of America the Section 16 Information (as defined below) in a timely fashion prior to the Effective Timefashion, the Board of Directors of Fifth ThirdBank of America, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution, expressly relying on Franklin's representation that any such options or other grants were upon their issuance exempt from liability pursuant to Section 16(b) under the Exchange Act, resolution providing that the receipt by the Franklin FleetBoston Insiders of Fifth Third Bank of America Common Stock in exchange for shares of Franklin FleetBoston Common Stock, and of options to purchase shares on Bank of Fifth Third America Common Stock upon conversion of options to purchase shares of Franklin on FleetBoston Common Stock, in each case pursuant to the transactions contemplated hereby by this Agreement and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act; provided, however, that the Board of Directors of Fifth Third will be under no obligation to adopt such a resolution unless it may expressly rely on a written representation by Franklin that any such options or other grants were, upon their issuance, exempt from liability pursuant to Section 16(b) under the Exchange Act. "Section 16 Information" shall mean information accurate in all material respects regarding the Franklin FleetBoston Insiders, the number of shares of Franklin FleetBoston Common Stock held by each such Franklin FleetBoston Insider and expected to be exchanged for Fifth Third Bank of America Common Stock in the Merger, and the number and description of the options to purchase shares of Franklin on FleetBoston Common Stock held by each such Franklin FleetBoston Insider and expected to be converted into options to purchase shares on Bank of Fifth Third America Common Stock in connection with the Merger; provided that the requirement for a description of any FleetBoston Stock Options shall be deemed to be satisfied if copies of all FleetBoston Stock Plans, and forms of agreements evidencing grants thereunder, under which such FleetBoston Stock Options have been granted, have been made available to Bank of America. " Franklin "FleetBoston Insiders" shall mean those officers and directors of Franklin FleetBoston who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability. Under Section 16(b). PNFP and CAVB agree that, in order to most effectively compensate and retain CAVB Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that CAVB Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of CAVB Common Stock and CAVB Stock Options into shares of PNFP Common Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.11. Assuming that Franklin CAVB delivers to Fifth Third PNFP the Section 16 Information (as defined below) in a timely fashion prior to the Effective Timefashion, the Board of Directors of Fifth ThirdPNFP, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution, expressly relying on Franklin's representation that any such options or other grants were upon their issuance exempt from liability pursuant to Section 16(b) under the Exchange Act, resolution providing that the receipt by the Franklin CAVB Insiders of Fifth Third PNFP Common Stock in exchange for shares of Franklin CAVB Common Stock, and of options to purchase shares of Fifth Third on PNFP Common Stock upon conversion of options to purchase shares of Franklin on CAVB Common Stock, in each case pursuant to the transactions contemplated hereby by this Agreement and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act; provided, however, that the Board of Directors of Fifth Third will be under no obligation to adopt such a resolution unless it may expressly rely on a written representation by Franklin that any such options or other grants were, upon their issuance, exempt from liability pursuant to Section 16(b) under the Exchange Act. The term "Section 16 Information" shall mean information accurate in all material respects regarding the Franklin CAVB Insiders, the number of shares of Franklin CAVB Common Stock held by each such Franklin CAVB Insider and expected to be exchanged for Fifth Third PNFP Common Stock in the Merger, and the number and description of the options to purchase shares of Franklin on CAVB Common Stock held by each such Franklin CAVB Insider and expected to be converted into options to purchase shares of Fifth Third on PNFP Common Stock in connection with the Merger; provided that the requirement for a description of any CAVB Stock Options shall be deemed to be satisfied if copies of all CAVB Stock Plans, and forms of agreements evidencing grants thereunder, under which such CAVB Stock Options have been granted, have been made available to PNFP. " Franklin The term "CAVB Insiders" shall mean those officers and directors of Franklin CAVB who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.