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The parties acknowledge and agree that, except as otherwise set forth herein, this Release constitutes the complete understanding between the parties with regard to the matters set forth herein and, except as otherwise set forth herein, supersedes any and all agreements, understandings and discussions, whether written or oral, between the parties. | miscellaneous |
Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “ Incremental Term Loan Amendment ”) of this Agreement and, as appropriate, the other Loan Documents, executed by the applicable Borrower(s), each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. | increase of commitments |
Nothing in this Section shall prejudice the right of any Lender Party or Borrower to give any notice or other communication pursuant to this Agreement or any other Credit Document in any other manner specified in this Agreement or any other Credit Document. | communications |
The Board (or a committee thereof), in its sole discretion, will determine Executive’s target bonus opportunity and the criteria for earning such bonus, as well as Executive’s achievement of such criteria, and the amount of the Annual Bonus earned and payable to Executive for such year. | annual incentive bonus |
In the event of the Participant’s Termination of Service for Cause or in the event of the Participant’s voluntary Termination of Service (as provided in Section 4(c) hereof) after an event that would be grounds for a Termination of Service for Cause, the Participant’s entire Option (whether or not vested) shall terminate and expire upon such Termination of Service. | termination of service for cause |
Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the applicable Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. | reimbursements |
Any Severance Benefit Employee who received a Severance Benefit under the Plan will not have any right to be re-employed by the Employer. | re-employment |
Certain of the Loan Documents are amended as set forth in Exhibit A. | amendments |
Stock Appreciation Rights shall have an exercise price of not less than the Market Value of the Stock on the date of award, or in the case of Stock Appreciation Rights in tandem with Options, the exercise price of the related Option. | exercise price |
Signatures of the parties transmitted by facsimile or e-mail shall be deemed to be their original signatures for all purposes. | counterparts |
Borrower shall have paid Administrative Agent for the ratable benefit of the Lenders an upfront fee of $40,000, which fee is deemed to be fully earned, due and payable as of the date hereof. | upfront fees |
Such Loan Party shall not make any election or take any other action that would cause the Borrowers or any Loan Party (other than PER-D Bayonne I, Inc.) to be treated as an association taxable as a corporation or to be treated as a corporation for U.S. federal income tax purposes. | tax elections |
The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. | indemnification of purchasers |
These revised provisions reflect certain provisions of the Pension Funding Equity Act of 2004 (PFEA), as modified by the Pension Protection Act of 2006 and the Worker, Retiree and Employer Recovery Act of 2008. | effective dates |
This Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns forever. | liability |
This means that if, for example, on a Delivery Date, you are scheduled to receive delivery of 1,000 RSU Shares, and you are subject to a 40% withholding rate, then (a) 400 RSU Shares will be withheld for taxes, (b) 500 RSU Shares delivered to you will be Shares at Risk and (c) 100 RSU Shares delivered to you will not be subject to Transfer Restrictions. | transfer restrictions |
Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. | participations |
Halyard Health, Inc. and any successor thereto that assumes this Plan and the Agreements pursuant to Section 14 below. | corporations |
Additional information regarding the Options and the exercise of the Options may be communicated to Option holders from time to time. | exercises |
A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. | indemnification by the borrowers |
The Company will retain Company counsel and request that they address and deliver to the Company and us a letter dated as of the date of the Closing any Capital Raising Transaction containing statements customary for similar transactions and addressing such additional matters as Highline and Corinthian shall reasonably request. | company representations |
The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default. | maturity |
If any court determines that any of the terms and conditions of Section 9 or this Section 10 are invalid or unenforceable, the remainder of the terms and conditions shall not thereby be affected and shall be given full effect, without regard to the invalid portions. | severability |
The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held by the Company for use in the conduct of the business as currently conducted. | intellectual property |
The Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, concerning an Event of Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event or any other matter hereunder as the Administrative Agent deems advisable and in the best interests of the Secured Parties. | action by administrative agent |
The Trust Company shall pay Executive an annual base salary as determined by the Holding Company Board, or its designee, which base salary however shall not be less than $190,000 per year, subject to all applicable withholdings, and subject to periodic review by the Holding Company Board, or its designee. | base salary |
If the Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Credit Facility (without giving effect to Section 5.15(a)(iv) , whereupon such Lender will cease to be a Defaulting Lender); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. | defaulting lender cure |
The Borrower shall reimburse Administrative Agent any each Lender for all Extraordinary Expenses promptly upon written request (including documentation reasonably supporting such request). | reimbursement obligations |
To the extent that the Option is designated as an Incentive Option, if any Shares are disposed of within two (2) years following the date of grant or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Administrator may reasonably require. | notice of disposition |
The Lenders, the Lead Arrangers and the Agents shall have received all fees required to be paid and all accrued reasonable, documented out-of-pocket expenses required hereunder to be paid and for which invoices have been presented at least three Business Days prior to the Closing Date (including the reasonable fees and expenses of legal counsel) in respect of the Transactions, on or before the Closing Date. | fees |
Each of the Parties hereto will, from time to time and without further consideration, execute such further instruments and take such other actions as any other Party hereto will reasonably request in order to fulfill its obligations under this Agreement to effectuate the purposes of this Agreement. | further assurances |
Accordingly, each Party agrees that in addition to other remedies the other Party shall be entitled to an injunction without posting a bond or other undertaking restraining any violation or threatened violation of the provisions of this Settlement Agreement. | performance |
Borrower shall have delivered to Lender copies of GEN’s, Operator’s and the Borrower’s Organizational Documents, and resolutions authorizing the Loan and the Guaranty, certified by Borrower to be true and complete and not revoked or amended since the respective dates thereof. | organizational documents |
In the event of the termination of the Participant's employment or service otherwise than as described in Sections (1) and (2) above, any outstanding Options held by such Participant may be exercised during the 30-day period following the date of termination to the extent such Options were vested and not already exercised as of the date of termination. | other reasons |
In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. | role of l |
The Company has filed all reports, schedules, forms, registration statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twenty-four (24) months preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. | sec reports |
Borrowers agree to pay to Lender an unused line fee determined on a daily basis, payable on the first day of each month, in an amount equal to one-quarter of one percent (0.25%) per annum multiplied by the amount by which the Revolving Credit Limit exceeded the sum of the average daily outstanding amount of Revolving Loans and outstanding Letters of Credit during the immediately preceding calendar month, or shorter period if calculated on the Termination Date (prorated for a partial calendar month). | unused line fees |
Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s Share of Direct Expenses for the Expense Year in which this Lease terminates, if Tenant’s Share of Direct Expenses is greater than the amount of Estimated Direct Expenses previously paid by Tenant to Landlord, Tenant shall, within thirty (30) days after receipt of the Statement, pay to Landlord such amount, and if Tenant paid more as Estimated Direct Expenses than the actual Tenant’s Share of Direct Expenses (again, an Excess), Landlord shall, within thirty (30) days, deliver a check payable to Tenant in the amount of such Excess. | payment by tenant |
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed (i) by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and (ii) on Multicurrency Loans denominated in Pounds Sterling shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). | computations |
A member of the Management Benefits Committee may (i) resign upon 30 days written notice to the Compensation Committee, or (ii) be removed from the Management Benefits Committee at any time at the discretion of the Compensation Committee. | appointments |
Such other agreements, documents, certificates, reports or assurances as the Agent may reasonably require. | additional documents |
Except as hereinabove set forth, all terms, covenants, and provisions of the Agreement, the Guarantee and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Agreement as modified and amended herein. | ratifications |
To the Company’s knowledge, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2018. | accountants |
As soon as available, but in any event not later than 90 days after the end of each fiscal year, the Parent’s audited consolidated balance sheet and related statements of operations, shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year (which, for the avoidance of doubt, may be against the financial statements of the Borrower for any period prior to the closing of the Reorganization Transactions), all reported on by independent public accountants of recognized national standing and reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations of the Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. | annual financial statements |
The Originators have instructed, or shall instruct, all Obligors (other than Obligors of Foreign Currency Receivables) to cause all Collections to be deposited directly to a Blocked Account or to post office boxes to which only Blocked Account Banks have access and shall instruct, or the SPV shall instruct, as applicable, the Blocked Account Banks to cause all items and amounts relating to such Collections received in such post office boxes to be removed and deposited into a Blocked Account on a daily basis. | collections |
There exists no Default or Event of Default under any of the Indebtedness. | no defaults |
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. | electronic communications |
Prior to the occurrence of a Termination Event, the Borrower shall permit the Administrative Agent and the Lenders, collectively and not on an individual basis, upon five (5) Business Days’ prior notice and during the Borrower’s regular business hours, to periodically, but prior to the occurrence or continuance of any Termination Event or Servicer Termination Event, not more than two (2) times per year plus any additional occasion requested by the Administrative Agent’s or the Lenders’ regulators, review the Borrower’s performance of its obligations under this Agreement and may conduct an audit of the Borrower’s books and records relating to the Receivables in conjunction with such a review. | inspections |
On the Closing Date, (i) the Buyer shall pay the purchase price of $200,000 (the " Purchase Price ") for the Securities to be issued and sold to it at the Closing (as defined below) by wire transfer of immediately available funds to a company account designated by the Company, in accordance with the Company's written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price. | form of payments |
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and any such respective heirs, legatees, executors, administrators, representatives, successors and assigns. | assignments |
To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. | non-public information |
Neither the Parent nor any Subsidiary is in default with respect to any order, writ, judgment, injunction, decree, determination or award of any court or any governmental agency or instrumentality or arbitration authority. | litigations |
Any entity that, directly or indirectly, is controlled by the Company, and any entity in which the Company has a significant equity interest, in either case as determined by the Committee. | subsidiary |
Either Party may terminate this Supply Agreement in whole or in part with immediate effect if the other Party has committed a material breach and has failed to remedy such breach within [***] from having received a written request to remedy such breach from the non-breaching Party. | termination for breach |
This Agreement may be executed in one or more counterparts (whether delivered by electronic copy or otherwise), each of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the parties and delivered to the other party. | counterparts |
Amounts deposited from time to time into the Capital Expenditure Account pursuant to this Section 6.4.1 are referred to herein as the “ Capital Expenditure Funds ”. | deposits of capital expenditure funds |
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. | accuracy of information |
The Company and the Investor further acknowledge and agree that on or after April 15, 2019, unless the New Notes have been paid in full, the Investor may, upon written notice to the Escrow Agent, cause the Escrow Agent to release the Convertible Note to the Investor provided that the Investor shall, contemporaneously therewith, surrender Note 2 for cancellation in consideration for its receipt of the Convertible Note. | escrow agreement |
The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 2019-A SUBI Certificate and the interest in the 2019-A SUBI represented thereby, whether set forth in the 2019-A SUBI Certificate, in the SUBI Trust Agreement, or otherwise, and assumes all obligations and liabilities, if any, associated therewith. | acceptance by the transferee |
If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of one (1) counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable and documented fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such written notice within a reasonable time of commencement of any such Proceeding shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that such failure shall have materially and adversely prejudiced the Indemnifying Party in its ability to defend such Proceeding. | conduct of indemnification proceedings |
Notwithstanding the foregoing, if the Optionee’s employment under the Employment Agreement is terminated by his employer not for Cause or by the Optionee with Good Reason, in each case, in anticipation of or within twelve (12) months following a Change of Control, the entire Stock Option shall become vested and exercisable immediately and, subject to Section 7 of this Agreement, may be exercised at any time through the earlier of (a) the three-year (3) anniversary of the Date of Termination, and (b) the last day of the Option Period, after which such portion shall (except to the extent otherwise provided in Section 10 below) expire. | termination without cause or for good reason |
Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any other Affiliate of the Company to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue to provide services to, the Company or any other Affiliate of the Company. | no right of continued service |
The Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Buyer on or prior to the Closing Date. | performance |
If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). | independent legal counsel |
The Agents and the Lenders shall have received all fees and expenses required to be paid or delivered by the Applicant to them on or prior to the Closing Date, including the fees referred to in Section 4.5. | fees |
In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall mail to the Holder, at least 15 days prior to the date on which any such record is to be taken for the purpose of such dividend or distribution, a notice specifying such date. | certain other events |
Buyer’s inspection may, at Buyer’s discretion, include an MPA run, test cell run, full video workscope per the AMM (conducted by Seller and witnessed by Buyer at Seller’s cost or conducted by Buyer at Buyer’s cost) and a review of the full back to birth trace of the Engine records. | inspection period |
Except as otherwise provided in this Guaranty, all notices and other communications provided for hereunder shall be in writing or by facsimile and addressed, delivered or transmitted to the appropriate party at the address or facsimile number of (a) each Guarantor, as specified on the signature pages of this Guaranty, (b) the Administrative Agent or a Secured Party, as specified pursuant to Section 10.2 of the First Lien Credit Agreement, or (c) at such other address or facsimile number as may be designated by such party in a prior written notice to the other party. | notices |
The Premises shall be used only for the Permitted Use and shall not be used for any other purpose. | uses |
Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. | holder’s exercise limitations |
The Committee may, from time to time, grant one or more Awards to one or more Eligible Persons. | general |
During the Employment Term, the Executive shall be entitled to four weeks of paid vacation per calendar year in accordance with the Company’s vacation policies, as in effect from time to time. | vacations |
Documents required to be delivered pursuant to the terms of this Section 6.2 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address. | sec filings |
In so doing, FHLBank may restrict the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution, or otherwise impose restrictions deemed appropriate by FHLBank for the purpose of complying with the requirements of applicable securities laws. | sale of collateral |
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by electronic mail, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 7(a). | notices |
If the Employee’s employment is terminated by reason of the Employee’s Disability, this Agreement shall terminate without further oblig ations to the Employee, other than for (i) payment of all Accrued Obligations, plus (ii) the amount payable or provided pursuant to Sections 2(a)(iii)-(vi) ; provided , however , that to the extent the Company’s long-term disability plan does not offset the a mount payable or provided pursuant to this Section 2(c) , such amounts shall be reduced by the amount of any disability insurance payments or benefits paid to the Employee pursuant to the Company’s long-term disability plan. | disability |
Commercial general liability insurance (including contractual, host liquor and personal injury liability insurance) in an amount not less than $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate (or such higher limits as may be reasonably required by Landlord or Landlord’s mortgagee from time to time). | commercial general liability |
The Holder represents that by accepting this Warrant it understands that this Warrant and any securities obtainable upon exercise of this Warrant have not been registered for sale under Federal or state securities laws and are being offered and sold to the Holder pursuant to one or more exemptions from the registration requirements of such securities laws. | transferability |
The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement. | entire agreements |
All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. | no conflicts |
Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. | reimbursements |
The stock options will be granted, and will have an exercise price equal to the fair market value of the common stock at the first Board of Directors meeting following the Effective Date. | stock options |
Any party’s failure to enforce any provision or provisions of the Plan will not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of the Plan. | waivers |
Subject to Section 2.19(a), the Borrower shall give the Administrative Agent and the applicable LC Issuer notice prior to 10:00 a.m. (New York City time) at least three (3) Business Days (or such shorter period of time as the Borrower and the related LC Issuer may agree upon) prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby. | notices |
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. | severability |
The parties agree that these covenants are intended to prohibit Executive from engaging in such proscribed activities as an owner, partner, director, officer, executive, consultant, stockholder, agent, salesperson, or in any other capacity for any person, partnership, firm, corporation or other entity (including any financial institution in organization) unless he receives the express written consent of the Board. | non-solicitation covenants |
The Borrower, upon the request of such Lender or Agent, shall repay to such Lender or Agent the amount paid over pursuant to this paragraph (v) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Lender or Agent is required to repay such refund to such Governmental Authority; provided that the Borrower shall not be obligated to reimburse an Agent or any Lender for any penalties, additional interest or other charges arising from such Agent’s or Lender’s gross negligence or willful misconduct. | treatment of certain refunds |
Other than with respect to taxes and assessments, which shall be governed by Section 3.1(a) hereof, to the extent that any of the prorations made on the Closing Date pursuant to this Article 3 are based upon estimates of payments to be made to and/or expenses to be paid by Purchaser or Seller subsequent to the Closing Date which later prove inaccurate or otherwise are determined by either Party to have been erroneously made, and the aggrieved Party has notified the other Party hereto of the specific inaccuracy or other error on or before that date which is ninety (90) days after the Closing Date, Seller and Purchaser agree to adjust such prorations promptly upon receipt by Seller or Purchaser, as the case may be, of bills or other documentation setting forth the actual and/or correct amount of such payments or expenses. | post-closing adjustments |
No injunction, decree or other decision has been issued or made by any Governmental Authority against the Seller or its properties. | litigations |
Upon the occurrence and during the continuance of an Event of Default, the Lender shall have the rights of a secured creditor under the Nevada Uniform Commercial Code, all rights granted by this Agreement and the Convertible Note and by law, including the right to require Borrower to assemble the Collateral and make it available to the Lender at a place to be designated by Borrower. | remedies |
Notwithstanding anything herein to the contrary, at all times prior to the Borrower’s receipt of written notice of the acceptance of such appointment by a successor Administrative Agent, the Borrower may rely in all respects upon all actions taken and consents issued by the prior Administrative Agent. | successor administrative agents |
The Executive agrees that for a period of one year following termination of employment in conjunction with or after a Change in Control, the Executive shall not contact, on his or her own behalf or on behalf of others, employ, solicit, or induce, or attempt to employ, solicit or induce, any employee of the Companies for purposes of employment or other business relationship with any other business entity, nor will the Executive directly or indirectly, on his behalf or for others, seek to influence any Companies’ employee to leave the employ of the Companies. | non-solicitation of employees |
Nothing in this Agreement is intended to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. | third-party beneficiaries |
Except as set forth in Section 4.3(d) , no Partner will have any obligation to contribute additional capital to the Partnership. | general |
Purchaser shall indemnify and hold harmless Seller, and shall pay to Seller the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, (b) any Breach by Purchaser of any covenant or obligation of Purchaser in this Agreement, or (c) any liability or obligation of any nature with respect to the Assumed Liabilities. | indemnifications |
Company and Executive also acknowledge that pursuant to the provisions of the Deferred Compensation Plan, Executive is not entitled to any contribution for the plan year ending December 31, 2016. | deferred compensation |
Should the Participant revoke all or any portion of the Release within any legally applicable revocation period, then the Participant will be treated hereunder as if he or she did not execute the Release. | releases |
Costs incurred by any Stockholder on its own behalf will not be considered costs of the Approved Sale. | approved |
To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. | reimbursement by lenders |
Membe r , CEO and President . | boards |