Subject to Applicable Law. Any payments made or benefits provided by the Company and/or the Bank to Executive pursuant to this Agreement, or otherwise, and any rights or obligations related to such payments or benefits, are subject to and conditioned upon compliance with applicable law, including but not limited to 12 U.S.C. §§371c, 371c-1 and 12 C.F.R. Part 223 promulgated thereunder, and 12 U.S.C. §1828(k) and 12 C.F.R. Part 359 promulgated thereunder.
Subject to Applicable Law. The grant of any Time-Based Option hereunder and the obligation to make any payment (including the delivery of Shares) in respect of any Time-Based Option is subject to compliance with Applicable Law including, without limitation, Sections 26 and 27 hereof. As a condition of participating in the Plan, each Participant agrees to comply with all such Applicable Law and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with Applicable Law.
Subject to Applicable Law the Seller shall be entitled to retain after Closing copies of all books, records, documents, data and information of or relating to the Target Group Companies which the Seller would customarily have received, or be entitled to receive, from the Target Group Companies prior to Closing, and to the extent that they relate to the period prior to Closing for the purposes of the Seller’s legal, regulatory, internal compliance, governance or tax procedure or obligations. For the avoidance of doubt, Seller shall not use any such retained books, records, documents, data or information (including customer information) for any commercial purpose and shall not disclose such books, records, data or documents to any person within the Seller’s Group whose function is not directly related to the legal, regulatory, internal compliance, governance, tax finance, risk, HR or M&A functions of the Seller’s Group.
Subject to Applicable Law. AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.
Subject to Applicable Law. (a) a minimum of 4 (four) Board Meetings shall be held by the Company each calendar year; (b) there shall be no more than 120 (one hundred and twenty) days between 2 (two) consecutive Board Meetings; and (c) an Investor Director shall be entitled to call such additional Board Meetings each calendar year, as he / she deems appropriate. The Board shall meet at such place and in such manner as the Board from time to time reasonably determines, and, if requested by the Investor, the Board shall make best endeavours to schedule its Board Meetings so that the Investor Directors can attend each such Board Meeting consecutively.
Subject to Applicable Law the Borrower shall cause each Significant Subsidiary formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing a Loan Guarantee (or a joinder agreement to an existing Loan Guarantee) in either case in form and substance satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor hereunder and (subject to the terms of this Section 5.15) thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Finance Parties, in any property of such Loan Party which constitutes Collateral.