By the Bank. The Bank agrees to indemnify and hold harmless each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or common law or otherwise, and to reimburse the Underwriters for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereto, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or the omission or alleged omission to state therein a material fact required to be stated therein or (in the case of the Registration Statement or any amendment thereto) necessary to make the statements therein not misleading or (in the case of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 11(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished as herein stated or in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of the Registration Statement or the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus filed or required to be filed pursuant to Rule 433(d) under the Act.
By the Bank. 9.2.1.1. If the Customer fails to fully and properly fulfill any of the obligations set forth in the
9.2.1.2. At the onset or occurrence of any circumstances that may endanger: (a) the assets/property and/or activities of the Customer and/or other Collateral Owner and/or its business, and/or
(b) the full and proper performance of obligations undertaken by the client and/or other Collateral Owner;
9.2.1.3. The Customer does not use the Collection during 1 (one) calendar year or during the term stipulated by the Agreement;
9.2.1.4. If the Customer fails to fully and properly fulfill the obligations assumed under any other agreement and/or other document relating to its financial liabilities signed with the Bank;
9.2.1.5. If the Customer’s assets/property or any part thereof are distrained, which may adversely affect the Customer’s performance of its obligations;
9.2.1.6. If the Customer’s shareholder, partner or other founder (including the beneficial owner) disposes (alienated, encumber) a share, stock or other interest in the Customer’s capital/property without prior written agreement with the Bank;
9.2.1.7. If any other creditor applies to the Customer for early termination of the transaction concluded with it and/or requests early fulfillment of the obligation (including financial), which may adversely affect the Customer’s performance of the obligations.
By the Bank. 9.2.1.1. If the Customer does not perform fully and duly any obligations assumed under the Agreement;
9.2.1.2. In case of origination or occurrence of any circumstance that poses risk to: (a) assets/property of the Customer and/or the owner of the collateral and/or his/her/its activities, and/or (b) due and full performance of obligations by the Customer and/or the owner of the collateral;
9.2.1.3. If the Customer does not use the Credit Line within the term provided by the Agreement;
9.2.1.4. If the Customer does not fulfill duly and fully obligations assumed under any other agreement and/or other document related to financial liabilities concluded with the Bank;
9.2.1.5. If assets/property of the Customer or their/its part are attached which can have an adverse effect on fulfillment of obligations assumed by the Customer;
9.2.1.6. If disposal (alienation, encumbrance, etc.) of share, interest or other negotiable instruments in the capital/assets of the Customer is carried out by a shareholder, partner or other founder (including beneficial owners) without the prior written agreement with the Bank;
9.2.1.7. If any other creditor addressed the Customer for early termination of a deal concluded with him/her/it and/or requested early discharge of obligation (including financial one), which can have an adverse effect on fulfillment of obligations assumed by the Customer;
By the Bank. (a) Reserved;
(b) For Cause, upon written notice to the Executive pursuant to Section 1.5.1 hereof, where the notice has been approved by a resolution passed by twothirds (2/3) of the directors of the Bank then in office;
(c) Without Cause at any time, provided that the Bank shall give the Executive thirty (30) days' prior written notice of its intent to terminate, in which event the Bank shall be required to continue to meet its obligations to the Executive under Section 4.1 for a period equal to the lesser of (i) twelve (12) months following the termination or (ii) the remaining Term of the Agreement; or
(d) Upon the Disability of Executive at any time, provided that the Bank shall give the Executive thirty (30) days' prior written notice of its intent to terminate, in which event, the Bank shall be required to continue to meet its obligations under Section 4.1 for a period of six (6) months following the termination or until the Executive begins receiving payments under the Bank's long-term disability policy, whichever occurs first.
By the Bank. The Bank can terminate this Agreement immediately at any time at its discretion, restrict the use that the Cardmember may make of the Credit Card without assigning reason or cause and without any notice thereto. Where the Bank terminates the Agreement, all amounts outstanding on the Card Account (including charges or cash advances not yet debited) will become due and payable immediately. The Bank may inform Merchant Establishment of cancelled Credit Cards. If the Credit Card is cancelled, you must cut it in two halves through the magnetic stripe, and return both halves to the Bank immediately. No annual fees or other charges shall be refunded on pro-rata basis.
By the Bank. (a) For Cause, following approval of such action by at least seventy-five (75%) of the membership of the Board of Directors of the Bank and only after providing Employee with at least thirty (30) days’ written notice, in which event the Bank shall have no further obligation to the Employee except for the payment of any amounts earned and unpaid as of the effective date of termination; or
(b) Without Cause at any time, following approval of such action by at least two-thirds (2/3) of the disinterested directors of the Bank, provided that the Bank shall give the Employee sixty (60) days’ prior written notice of its intent to terminate, in which event the Bank shall be required to meet its obligations to the Employee under Section 3.3.1 below.
By the Bank. This Agreement and all of the Bank’s rights and obligations hereunder shall not be assignable by the Bank except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Bank’s assets, or to an affiliate of the Bank, subject to the Executive’s right under Section 4(a)(iii) above. In the event that the Bank’s rights and obligations hereunder are assigned to an affiliate of the Bank, the Board shall have the right in good faith to reasonably adjust the Executive’s line of reporting, duties and responsibilities under Section 2(a) as the Board shall reasonably deem appropriate in light of such assignment.
By the Bank. The Bank may terminate the Term of Employment and Employee’s employment under this Agreement at any time for “Cause” (as defined below) or without Cause. Upon any such termination by the Bank under this Paragraph 6(c) without Cause, the Bank shall be obligated to pay Base Salary to Employee at his then current Base Salary rate for the then current unexpired Term of Employment hereunder (which payments shall be made on the same schedule as Employee’s Base Salary was paid by the Bank during the Term of Employment), and, if Employee chooses to exercise his rights to purchase continued health insurance coverage under the Bank’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder, and shall have no further obligations hereunder. The term “ without cause” shall be deemed to include termination of this Agreement by Employee, upon ninety (90) days’ written notice to the Bank, because the Bank, without his consent, reduces Employee’s Base Salary, removes him from an executive officer position, requires him to transfer his office more than 50 miles from his current principal work location, or materially breaches any term of this Agreement; provided, however, that the Bank shall have thirty (30) days in which to correct or cure any such material breach, in which case the Bank shall not be obligated to make the payments provided pursuant to this Paragraph 6(c). Upon any such termination with Cause, Employee shall have no further rights, and the Bank shall have no further obligations, under this Agreement. For purposes of this Paragraph 6(c), the Bank shall have “Cause” to terminate Employee’s employment if:
By the Bank. The Bank shall have the right to terminate the Executive's employment hereunder at any time and Executive's only rights to compensation under this Agreement shall be as follows:
5.1.1 If the Bank terminates Executive's employment under this Agreement for Cause or as a result of Disability, the Company's and the Bank's obligations hereunder shall cease as of the date of termination, Executive shall have no right to compensation or other benefits under this Agreement for any period after the date of termination, and Executive shall be subject to the non-competition provisions set forth in section 10 hereof.
5.1.2 If the Bank terminates Executive other than for Cause or as a result of Disability and there has been a Change of Control, Executive shall be entitled to receive, as severance, immediately upon such termination, the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such termination.
5.1.3 If the Bank terminates Executive other than for Cause or as a result of Disability and in the absence of a Change of Control, Executive shall be entitled to receive, as severance, immediately upon such termination, the compensation and benefits provided in Section 6 hereof for the remaining Term of this Agreement.
5.1.4 If the Bank terminates Executive other than for Cause, (A) all rights of Executive pursuant to awards of share grants or unexpired options granted by the Company or the Bank shall be deemed to have vested and become immediately exercisable, and shall be released from all conditions and restrictions on transfer, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Bank for the same period of time for which benefits are required to be paid under Section 5.1.2 or 5.1.3, as applicable, for the purposes of the Bank's benefit plans, including, without limitation, any restricted stock agreements hereafter entered into with Executive.
By the Bank. (a) For Cause, following approval of such action by the Board of Directors and upon written notice to the Executive subject to compliance with Section 1.8 hereof, if applicable, in which event neither the Bank nor the Company shall have any further obligation to the Executive except for the payment of any amounts earned and unpaid and any vested benefits as of the effective date of termination; or
(b) Without Cause at any time, following approval of such action by the Board of Directors, in which event the Bank shall be required to meet its obligations to the Executive under Section 3.3.1 below.
