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). STI and NCF agree that, in order to most effectively compensate and retain NCF Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that NCF 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 NCF Common Stock, NCF Stock Options and NCF Stock Based Awards into shares of STI Common Stock, Assumed Stock Options and Assumed Stock Based Awards, respectively, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.13. Assuming that Franklin NCF delivers to Fifth Third STI the Section 16 Information (as defined below) in a timely fashion prior to the Effective Timefashion, the Board of Directors of Fifth ThirdSTI, 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 NCF Insiders of Fifth Third STI Common Stock in exchange for shares of Franklin NCF Common Stock, and of options to purchase shares of Fifth Third Common the Assumed Stock Options upon conversion of options to purchase shares NCF Stock Options and of Franklin Common StockAssumed Stock Based Awards upon conversion of NCF Stock Based Awards, 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 NCF Insiders, the number of shares of Franklin NCF Common Stock held by each such Franklin NCF Insider and expected to be exchanged for Fifth Third STI Common Stock in the Merger, and the number and description of the options to purchase shares of Franklin Common NCF Stock Options and NCF Stock Based Awards held by each such Franklin NCF Insider and expected to be converted into options to purchase shares of Fifth Third Common Assumed Stock Options and Assumed Stock Based Awards, respectively, in connection with the Merger. " Franklin The term "NCF Insiders" shall mean those officers and directors of Franklin NCF 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(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). 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.