“Real Property” means land, rights or interests in land (including, but not limited to, leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on, or used in connection with, land and rights or interest in land.

"Land Sub-Lease Agreement" means a land sub-lease agreement to be entered into between the Lessor and the Company to supersede and replace the Land Sub-Lease Framework Agreement, pursuant to which, among other things, the Company shall lease and obtain the Land Use Rights in respect of the Site land from the Lessor for the purposes of the Project.

If Party A fails to start construction on time after obtaining the land use right of the planned land, or fails to complete and put into production on time after starting construction, resulting in the land being idle for more than one year, if there is a land idle fee. The land idle fee shall not be included in the investment budget.

BEGINNING at the corner formed by the intersection of the southwesterly side of East 42nd Street with the southeasterly side of Park Avenue; running thence

COVENANT OF QUIET ENJOYMENT. Landlord covenants that Tenant, on paying the Rent, charges for services and other payments herein reserved and on keeping, observing and performing all the other terms, covenants, conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed, shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof without interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied.

Covenant Not to Compete. During the Restricted Period, Employee shall not, within the geographic areas composed of the circles surrounding the Bank’s then existing banking offices, with each circle having the applicable banking office as its center point and a radius of 25 miles (the “Territory”), directly or indirectly, in any capacity, render services, or engage or have a financial interest in, any business that shall be competitive with any of those business activities in which Bancorp or any of Bancorp’s subsidiaries or affiliates (the “Bank Group”) is engaged as of the date of this Agreement, which business activities include, but are not limited to, the provision of banking services (collectively, the “Business”); provided, however, that Employee’s ownership of less than five percent (5%) of the outstanding securities of any entity engaged in the Business that has a class of securities listed on a securities exchange or qualified for quotation on any over-the-counter market shall not be a violation of the foregoing. For purposes of this Agreement, “Restricted Period” shall mean the period of one (1) year after Employee’s Date of Termination.

NONSOLICITATION OF EMPLOYEES COVENANT. Employee agrees that during his/her employment with ​ and during the Restriction Period, Employee will not: # solicit any of ​’s executives, employees, agents or independent contractors to terminate any business relationship with ​; # on behalf of any other individual or entity, encourage or hire (or assist anyone else to hire) any of ​’s executives, agents, employees or independent contractors or any person who was a ​ executive, agent, employee or independent contractor at any time in the 90 days prior to such actions (“Former ​ Associates”); and/or # provide to any other individual or entity the identity of any of ​’s executives, agents, employees or independent contractors that Employee considers important, valuable, and/or critical to ​’s business or of any Former ​ Associate that was important, valuable and/or critical to the ​’s business.

Covenant Not to Sue. Each Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to [Section 8.6] above. If any Releasing Party violates the foregoing covenant, each Loan Party, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Executive hereby acknowledges and recognizes the highly competitive nature of the business of Penns Woods, and its subsidiaries and affiliates, and accordingly agrees that, during and for the applicable period set forth in [Section 7(c)], Executive shall not:

Covenant Not to Sue. At no time in the future will either party file or maintain any charge, claim or action of any kind, nature and character whatsoever against any of the Releases, (except to enforce the Agreement) or cause or knowingly permit any such charge, claim or action to be filed or maintained, in any federal, state or municipal court, administrative agency, arbitral forum or other tribunal, arising out of any of the matters covered by paragraph 5 above. Executive further agrees that he will not initiate, join, participate, encourage, or actively assist in the pursuit of any employment-related legal claims against Company or its parent, subsidiary and affiliated companies, and their respective shareholders, officers, directors, representatives, employees, former employees, agents, attorneys, successors and assigns, whether the claims are brought on Executive's own behalf or on behalf of any other person or entity. Nothing in the paragraph shall preclude Executive from testifying truthfully in any legal proceeding pursuant to subpoena or other legal process.