Legal Construction. In case any one or more of the provisions contained in this Agreementshallforanyreasonbeheldtobeinvalid,illegalorunenforceableinanyrespect,such invalidity, illegality, or unenforceability shall not affect any other provisions thereof, and this Agreementshallbeconstruedasifsuchinvalid,illegal,orunenforceableprovisionhadneverbeen containedherein.

Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Amendment and the other Loan Documents shall be in form and substance satisfactory to the Administrative Agent and counsel for the Administrative Agent, and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent and its counsel, as the Administrative Agent or its counsel may reasonably request.

Legal Fees. The Company will pay reasonable legal/attorney’s fees (including court costs and other costs of litigation) incurred by Employee in connection with enforcement of any right or benefit under this Agreement, if Employee prevails in whole or in part, in a court of final jurisdiction or pursuant to final and binding arbitration, in an enforcement action against the Company. In the event Employee prevails in part, the Company’s obligation hereunder shall be computed on a pro rata basis.

Legal Expenses. As provided in [Section 3.4] of the Loan Agreement, the Borrowers hereby agree to pay on demand all reasonable fees and expenses of counsel to Agent incurred by Agent in connection with the June 2017 Reallocation and the preparation, negotiation and execution of this Fifth Amendment and all related 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.

Legal Proceedings. Except as set forth on [Section 4.8] of the Company Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened material Legal Proceedings # against or by the Company or any of its Subsidiaries affecting any of its properties or assets, or # against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the Transaction. To the Knowledge of the Company, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such material Legal Proceeding. There is no outstanding Order imposed upon the Company or any of its Subsidiaries. Notwithstanding the foregoing, for all purposes of this Agreement, none of the Company, the Representative or any of the Equity Holders make any representation or warranty (pursuant to this [Section 4.8] or otherwise) regarding the effect of the applicable antitrust, merger control, competition or fair trade laws on its ability to execute, deliver, or perform its obligations under this Agreement or to consummate the Transaction as a result of the enactment, promulgation, application or threatened or actual judicial or administrative investigation or Legal Proceeding under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the consummation of the Transaction.

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as [Exhibit 8](l) for which no waiver is applicable, the Company shall cause to be furnished to Cowen a written opinion of Cleary, Gottlieb, Steen & Hamilton LLP (“Company Counsel”), or other counsel satisfactory to Cowen, in form and substance satisfactory to [[Organization A:Organization]] its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as [Exhibit 8](m)(i) and [Exhibit 8](m)(ii), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Cowen with a letter (a “Reliance Letter”) to the effect that Cowen may rely on a prior opinion delivered under this Section 8(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

Legal Fees. Any award of legal fees in connection with an action involving the SERP shall be calculated pursuant to a method that results in the lowest amount of fees being paid, which amount shall be no more than the amount that is reasonable. In no event shall legal fees be awarded for work related to:

Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the date hereof, and in form and substance reasonably satisfactory to the Administrative Agent.