Bank Obligation. Tenant acknowledges and agrees that the LC is a separate and independent obligation of the issuing bank to Landlord and that Tenant is not a third party beneficiary of such obligation, and that Landlord’s right to draw upon the LC for the full amount due and owing thereunder shall not be, in any way, restricted, impaired, altered or limited by virtue of any provision of the United States Bankruptcy Code, including without limitation, Section 502(b)(6) thereof.
Bank Obligation. Subject to the limitations of this Agreement, if during the Change in Control Period the Bank shall terminate the Executive’s employment other than for Cause, or if during the Change in Control Period the Executive shall terminate his employment with the Bank for Good Reason, (1) the Bank shall pay to the Executive in a single sum within thirty (30) days after the termination of employment an amount equal to [two and one-half (2-1/2) times] the Executive’s annual Compensation, (2) for a period of not more than eighteen consecutive months beginning with the date of the Executive’s termination of employment, the Bank shall provide, at no cost to the Executive and his Qualifying Family Members, COBRA Continuation Coverage, and (3) the Bank shall provide executive level outplacement assistance benefits beginning with the date of the Executive’s termination of employment through a provider of the Bank’s choosing. If the Executive’s employment is terminated by Executive during the Change in Control Period for any reason other than a Good Reason, or if the Bank shall terminate the Executive’s employment during the Change in Control Period due to Cause, or due to Executive’s death or the Executive’s disability which renders him unable to perform the essential functions of the position, this Agreement shall terminate without any obligation of the Company to the Executive hereunder. For purposes of this Agreement, Executive’s employment shall not be considered to have been terminated by the Bank if the Executive is offered employment by a successor to the Bank or its business or assets or by an Affiliate or a successor to an Affiliate or its business or assets on terms and conditions that are reasonably comparable to the Executive’s terms and conditions of employment with the Bank (including this Agreement). If any payment or benefit under this Agreement, either alone or together with any other payment, benefit, transfer of property, or acceleration of vesting or payment, which the Executive receives or has a right to receive from any person or entity (“Total Payments”), would constitute a nondeductible “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (“Code”)) or nondeductible “employee remuneration” under Section 162(m) of the Code, such payment or benefit under this Agreement shall be reduced (but not below zero) to the largest amount as will result in no portion of the Total Payments being nondeductible unde...
Bank Obligation. The Bank shall have no obligation of any nature whatsoever to a Participant under this Plan or a Participant's Plan Agreement, except otherwise expressly provided herein and in such Plan Agreement.
Bank Obligation. Subject to the limitations set forth in this Agreement or as may be imposed by applicable laws or regulations, the Bank jointly agrees to provide indemnity and advance or pay expenses to Indemnitee under the terms of this Agreement, without Indemnitee first having to proceed against the Corporation, so long as the Bank's board of directors has not in good faith determined in writing, after due investigation and consideration, that indemnity or advance or payment will materially adversely affect the Bank's safety and soundness.
