compliance with any of the agreements, covenants or conditions contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such Party. The failure of a Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights. No single or partial exercise of any right, remedy, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not
constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunder.
ARTICLE IX
GENERAL PROVISIONS
Section 9.1.
Definitions
. Except as otherwise provided herein, the terms set forth in this
Agreement shall have the meanings given to such terms in the applicable sections of this Agreement and the capitalized terms set forth below shall have the following meanings:
Acquisition Proposal
means any tender or exchange offer, proposal for a merger, consolidation or other business combination
involving Peoples or any of its Subsidiaries or any proposal or offer to acquire equity interests representing 15.0% or more of the voting power of, or at least 10.0% of the assets or deposits of, Peoples or any of its Subsidiaries, other than the
transactions contemplated by this Agreement.
Applicable Legal Requirements
means any federal, state, foreign or local
law, statute, ordinance, rule, order, regulation, writ, injunction, directive, judgment, administrative interpretation, treaty, decree, common law standards, administrative, judicial or arbitration decision and any other executive, legislative,
regulatory or administrative proclamation or other requirement of any Governmental Entity applicable, in the case of any Person, to such Person or its properties, assets, officers, directors, employees or agents (in connection with such
officers, directors, employees or agents activities on behalf of such Person). For the avoidance of doubt,
Applicable Legal Requirements
shall include any rules, regulations or listing requirements of any
stock exchange on which shares of a Persons common stock are listed or included for trading.
Business Day
means
any day, other than Saturday, Sunday or a federal or state holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern Time.
Constituent Corporations
means each of Merger Sub and Peoples.
Environmental Laws
means the common law and all federal, state, local and foreign laws or regulations, codes, orders,
decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, now or hereafter in effect, relating to pollution or protection of public or employee health or safety or the environment, including laws relating to
(i) emissions, discharges, releases or threatened releases of Hazardous Materials, into the environment (including ambient air, indoor air, surface water, ground water, land surface or subsurface strata), (ii) the manufacture, processing,
distribution, use, generation, treatment, storage, disposal, transport or handling of Hazardous Materials, and (iii) underground and above ground storage tanks, and related piping, and emissions, discharges, releases or threatened releases
therefrom.
Governmental Entity
means any court, administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, or industry self-regulatory organization.
Hazardous Material
means any
pollutant, contaminant, chemical, or toxic or hazardous substance, constituent, material or waste, or any other chemical, substances, constituent or waste including petroleum, crude oil or any fraction thereof or any petroleum product, but does not
include normal quantities of any chemical used in the ordinary course of business as office or cleaning supplies.
IRS
means the United States Internal Revenue Service.
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