Legal Impediments. No law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon the Revolving Facility.

Legal Opinions. The Agent shall have received, with a copy for each Bank, opinions rendered by # the assistant general counsel of [[Company:Organization]] and # Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to [[Company:Organization]], in each case in form and substance reasonably satisfactory to the Agent.

Legal Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Paul, Weiss, Rifkind, Wharton & Garrison LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

Legal Opinions. The Committee may consult with legal counsel, who may be counsel for the Company or other counsel, with respect to its obligations and duties under the Plan, or with respect to any action, proceeding, or any questions of law, and shall not be liable with respect to any action taken, or omitted, by it in good faith pursuant to the advice of such counsel.

Legal Holidays. If any day on which action under the Plan must be taken falls on a Saturday, Sunday, or legal holiday, such action may be taken on the next succeeding day that is not a Saturday, Sunday, or legal holiday; provided, that this [subsection 11.8] shall not permit any action that must be taken in one calendar year to be taken in any subsequent calendar year.

Legal Opinions. The Administrative Agent shall have received a customary legal opinion of Latham & Watkins LLP, special counsel to the Loan Parties.

Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

Legal Counsel. Executive acknowledges that he understands that he has the right to consult with an attorney of his choice at his expense to review this Agreement and has been encouraged by the Companies to do so. The Company shall pay or reimburse Executive for reasonable attorney fees incurred for the review and negotiation of this Agreement, up to a maximum amount of $10,000.

There is no material Proceeding or Order pending, outstanding or, to the Seller’s Knowledge, threatened against or related to the Acquired Assets, whether at law or in equity, whether civil or criminal in nature or by or before any arbitrator or Governmental Authority, nor, to the Seller’s Knowledge, are there any investigations relating to the Acquired Assets or, to the Seller’s Knowledge, threatened by or before any arbitrator or any Governmental Authority, which, if determined adversely to the Seller, would be material to the Acquired Assets, taken as a whole, or which would reasonably be expected to impair the Seller’s ability to consummate any of the transactions contemplated hereby or by any of the other Transaction Documents.

Legal Expenses. If Executive obtains a judgment, award or settlement which enforces a material disputed right or benefit under this Agreement, Penns Woods shall pay to Executive, within ten (10) days after demand therefor, all legal fees and expenses incurred by Executive in seeking to obtain or enforce such right or benefit.