Common use of Non-Assumption Clause in Contracts

Non-Assumption. There is a failure or refusal of any successor to Commerce to assume all duties and obligations of Commerce under this Agreement; so long as, with respect to clause (iii), (1) Employee shall first give Commerce not less than thirty (30) days prior written notice of his intention to terminate his employment specifying the reason(s) why such termination is not Voluntarily as set forth above and the date of termination; and (2) after receipt of such notice, if Commerce fails to cure or remedy the reason(s) for such termination before the date of termination set forth in such notice. Notwithstanding the foregoing, by executing this Agreement, Employee agrees that none of the events described in clauses (a) through (g) shall be deemed to occur solely due to the fact that (i) as a result of the consummation of the Merger (as defined in Section 8.1 below), Commerce ceases to be a publicly held corporation (and as such, Employee’s title, duties and responsibilities are no longer those held at a publicly held corporation), and (ii) the Employee will report to the President and CEO of TD Banknorth, NA, and TD Banknorth, Inc.

Non-Assumption. There is a failure or refusal of any successor to Commerce to assume all duties and obligations of Commerce under this Agreement; so long as, with respect to clause (iii), (1) Employee shall first give Commerce not less than thirty (30) days prior written notice of his intention to terminate his employment specifying the reason(s) why such termination is not Voluntarily as set forth above and the date of termination; and (2) after receipt of such notice, if Commerce fails to cure or remedy the reason(s) for such termination before the date of termination set forth in such notice. Notwithstanding the foregoing, by executing this Agreement, Employee agrees that none of the events described in clauses (a) through (g) shall be deemed to occur solely due to the fact that (i) as a result of the consummation of the Merger (as defined in Section 8.1 below), Commerce ceases to be a publicly held corporation (and as such, Employee’s title, duties and responsibilities are no longer those held at a publicly held corporation), and (ii) the Employee will report to the President and CEO of TD Banknorth, NA, NA and TD Banknorth, Inc.