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The Company will pay or reimburse the Executive for all costs of these benefits for eighteen (18) months after which the Executive will be responsible for paying the full COBRA costs of benefits. | welfare benefits | Given the provision, provide with the correct label for the given provision |
The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. | authorized shares | Given the provision, provide with the correct label for the given provision |
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(f), upon the occurrence of any Dilutive Issuance, the Holders will be entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion. | anti-dilution | Given the provision, provide with the correct label for the given provision |
Subject to the exceptions provided in this Article 10, neither Party shall disclose, publish, release, transfer or otherwise make available Confidential Information of the other Party in any form to, or for the use or benefit of, any Person without the other Party’s approval. | confidential | Given the provision, provide with the correct label for the given provision |
L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies the Term Facility Borrower and each Guarantor that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Term Facility Borrower and each Guarantor, which information includes the name and address of the Term Facility Borrower and each Guarantor and other information that will allow such Lender to identify the Term Facility Borrower and each Guarantor in accordance with the Patriot Act. | usa patriot act | Given the provision, provide with the correct label for the given provision |
Notwithstanding any contrary provision of this Agreement, any Party may seek equitable measures of protection in the form of attachment of assets or injunctive relief (including, without limitation, specific performance and injunctive relief) in any matter relating to the proprietary rights and interests of either Party from any court of competent jurisdiction, pending a decision by the arbitral tribunal in accordance with this Section 13.2 (Arbitration). | arbitration | Given the provision, provide with the correct label for the given provision |
The execution, delivery and performance by the Investor of this Agreement and the consummation of the transactions contemplated hereby (i) are within the power of the Investor and (ii) have been duly authorized by all necessary actions on the part of the Investor. | authority | Given the provision, provide with the correct label for the given provision |
Specifically, Employee may not be held criminally or civilly liable under any state or federal trade secret law for the disclosure of a T rade S ecret that: ( i ) is made ( A ) in confidence to a state, federal or local government official, either directly or indirectly, or to an attorney; and ( B ) solely for the purpose of reporting or investigating a suspected violation of law; or ( ii ) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding ; or (iii) in a lawsuit alleging retaliation by the Company or, if applicable, the Subsidiary against Employee for reporting a suspected violation of law, Employee discloses to Employee’s attorney and uses in the court proceeding, as long as any document containing the Trade Secret is filed under seal and Employee does not disclose the Trade Secret except pursuant to a court order. | whistleblowers | Given the provision, provide with the correct label for the given provision |
No interest will be credited to any such account. | dividend equivalents | Given the provision, provide with the correct label for the given provision |
At any time during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to Section 6.8(a)(i)(B) and Section 6.8(a)(i)(C) by filing with the SEC (via the EDGAR system) on a timely basis annual and quarterly reports satisfying the requirements of the Exchange Act. | sec filings | Given the provision, provide with the correct label for the given provision |
The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the Participant is an employee of the Company or any of its Subsidiaries, (ii) a Participant’s services as a consultant, if the Participant is a consultant to the Company or any of its Subsidiaries, and (iii) a Participant’s services as a non-employee director, if the Participant is a non-employee member of the Board. | employment | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, the Company makes no representations that the payments provided under this Agreement are exempt from or compliant with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. | code section 409a | Given the provision, provide with the correct label for the given provision |
Regeneron shall in good faith discuss with Collaborator the possibility of engaging Collaborator for the manufacture and supply of Licensed Product for clinical development and commercial use outside of the Collaboration Plan; provided that Collaborator’s manufacturing capabilities, processes and quality meet Regeneron’s clinical, regulatory, commercial and quality requirements for the clinical and commercial supply of Licensed Product. | commercial supply | Given the provision, provide with the correct label for the given provision |
No other person or entity shall be entitled to claim any right or benefit hereunder, including, without limitation, any third-party beneficiary of this Agreement. | benefit of agreement | Given the provision, provide with the correct label for the given provision |
The Option may not be exercised (i) if the issuance of the Shares subject to the Option upon such exercise would constitute a violation of any Applicable Laws or (ii) prior to the date a Form S-8 registration statement covering the Shares underlying the Option shall have been filed and become effective. | restrictions on exercise | Given the provision, provide with the correct label for the given provision |
Reg. | nontransferability of options | Given the provision, provide with the correct label for the given provision |
Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. | transferability | Given the provision, provide with the correct label for the given provision |
Following the date of this Agreement, the Parties shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to cooperate with respect to any employee compensation or benefits matters that either Party reasonably determines require the cooperation of the other Party in order to accomplish the objectives of this Agreement. | cooperation | Given the provision, provide with the correct label for the given provision |
The Participant acknowledges that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant. | waivers | Given the provision, provide with the correct label for the given provision |
Each member of the Sub Lenders acknowledges that information concerning the business and affairs of the Company (“ Confidential Information ”) will be kept confidential and shall not disclose any of the Confidential Information in any manner whatsoever, without the prior written agreement of the Company, unless disclosure is required by applicable laws or regulations or in connection with any judicial or regulatory proceedings (including by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process). | confidential information | Given the provision, provide with the correct label for the given provision |
Executive agrees to abide by the provisions thereof. | assignment agreements | Given the provision, provide with the correct label for the given provision |
In such case, Licensee shall promptly pay Cytocom any underpayment and shall bear the full cost of such audit. | audits | Given the provision, provide with the correct label for the given provision |
If a dispute arises between any of the Parties concerning this Agreement, then such Parties will confer, as soon as practicable, in an attempt to resolve the dispute. | dispute resolutions | Given the provision, provide with the correct label for the given provision |
Shares not yet vested (and any related dividends (including cash and stock dividends) and interest) shall be forfeited to the Company automatically and immediately upon the Employee’s ceasing to be employed by the Company and its Subsidiaries for any reason whatsoever, other than death or Retirement (as such term is defined in the Plan) of the Employee. | forfeitures | Given the provision, provide with the correct label for the given provision |
No part of the proceeds of the Loans will be used, directly or indirectly, in violation of the laws of the United States or other jurisdiction, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 or the UK Bribery Act 2010. | anti-corruption laws | Given the provision, provide with the correct label for the given provision |
If such Taxes are Indemnified Taxes, then the amount payable by such Credit Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section 2.17), the applicable Recipient receives the amount it would have received had no such withholding been made. | taxes | Given the provision, provide with the correct label for the given provision |
To the extent Shares are payable to you under your Award and you are an executive officer subject to Section 16 of the Exchange Act, you may direct the Company to satisfy the withholding requirement by withholding Shares otherwise issuable to you based on the Fair Market Value of a Share on the date the taxable event with respect to your Award occurs. | tax withholdings | Given the provision, provide with the correct label for the given provision |
In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him/her or on his/her behalf if, by reason of his/her Corporate Status, he/she is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. | additional indemnity | Given the provision, provide with the correct label for the given provision |
Neither such inquiries nor any other due diligence investigation conducted by such Investor shall modify, amend or affect such Investor's right to rely on the Company's representations and warranties contained in this Agreement. | disclosure of information | Given the provision, provide with the correct label for the given provision |
A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. | certificates for reimbursement | Given the provision, provide with the correct label for the given provision |
Effective as of the date of this Amendment, Section 6.1(g) of the First Amendment is hereby amended by deleting the phrase “the Extension Term” and substituting therefor the phrase “any extended term of this Lease”, it being agreed that Landlord shall have the right to increase insurance limits or require additional types of insurance coverage, all as more particularly provided in Section 6.1(g) of the First Amendment, effective as of the first day of the Additional Term, the Second Extension Term, the Third Extension Term or any other extended term of the Lease. | insurances | Given the provision, provide with the correct label for the given provision |
Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or the Property is otherwise bound, other than (a) any obligations incurred in the ordinary course of the operation of the Property as permitted pursuant to clause (s) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, (b) the obligations under the Loan Documents, (c) the Operator Borrower’s obligations under the Franchise Agreement, (d) the obligations under the Operating Lease, and (e) Operator Borrower’s obligations under the Management Agreement. | agreements | Given the provision, provide with the correct label for the given provision |
On or prior to the Purchase Date for each Transaction, subject to the satisfaction of all conditions precedent set forth in Section 5.01 (with respect to the Initial Transaction) and Section 5.02 and as otherwise set forth in this Agreement, Buyer shall instruct the Disbursement Account Bank to remit by wire transfer of same day funds the Purchase Price for all Transactions to the Disbursement Account no later than two (2) hours prior to a requested Transaction for all Transactions where all conditions precedent set forth in Section 5.01 (with respect to the Initial Transaction) and Section 5.02 and as otherwise set forth in this Agreement have been satisfied. | methods of payments | Given the provision, provide with the correct label for the given provision |
Except as provided by Section 13(f), Participants holding Options shall have no dividend rights with respect to Shares subject to such Options. | grants | Given the provision, provide with the correct label for the given provision |
Upon the occurrence and during the continuation of any Event of Default other than an Event of Default described in Section 6.01(a), (f) or (g) , at the option of the Required Lenders, from and after the date of such Event of Default (or such later date designated by the Required Lenders) until the time when such Event of Default shall have been cured or waived in writing by the Required Lenders or all the Lenders (as may be required by this Agreement), the Borrowers shall pay interest on the aggregate, outstanding amount of all Obligations hereunder at a per annum rate equal to the otherwise applicable interest rate plus two percent (2.00%) or, if no such per annum rate is applicable to any such Obligations, at a per annum rate equal to the Base Rate, plus the Applicable Margin for Base Rate Loans, plus two percent (2.00%) (the “ Default Rate ”) payable on demand. | default rates | Given the provision, provide with the correct label for the given provision |
Certain terms that are capitalized and used in this Agreement are defined in Exhibit I . References to this “Agreement” in the Exhibits, Schedules and Annexes hereto refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. | defined terms | Given the provision, provide with the correct label for the given provision |
The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. | reservation of common stock | Given the provision, provide with the correct label for the given provision |
You accept this Agreement subject to all the terms and provisions of this Agreement. | acknowledgements | Given the provision, provide with the correct label for the given provision |
No notice of cancellation has been received with respect to such policies and the Relevant Parties and the Sponsor are in compliance in all material respects with all conditions contained in such policies. | insurances | Given the provision, provide with the correct label for the given provision |
Upon the grant of the Performance Shares, the Participant shall be deemed irrevocably to have waived any such entitlement. | exclusion of claim | Given the provision, provide with the correct label for the given provision |
Any sale, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all right, title, interest, claim and demand whatsoever, either at law or in equity, of each Co-Borrower in and to the Property sold, and shall be a perpetual bar, both at law and in equity, against each Co-Borrower, its successors and assigns, and against any and all Persons claiming the Property sold or any part thereof under, by or through each Co-Borrower, its successors or assigns. | effect of sale | Given the provision, provide with the correct label for the given provision |
In the event the Partnership determines that the aggregate Fair Market Value of the Restricted Units withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Partnership, in cash, the amount of that deficiency immediately upon the Partnership’s request. | payment of taxes | Given the provision, provide with the correct label for the given provision |
The Mortgages delivered as of the date hereof are in the appropriate form for filing in the filing offices in the jurisdictions identified in Schedule 6 . | real property | Given the provision, provide with the correct label for the given provision |
The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Charter Documents or the laws of its state of incorporation (including Section 203 of the Delaware General Corporation Law) that is or could become applicable to each Purchaser as a result of such Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement, including without limitation as a result of the Company’s issuance of the Shares and such Purchaser’s ownership of the Shares. | application of takeover protections | Given the provision, provide with the correct label for the given provision |
Simultaneously upon the closing of the Merger, the Company shall have consummated an offering of its Securities from one or more investors (the “ Investors ”) who shall purchase up to Eight Million (8,000,000) shares of the Common Stock at the per share purchase price of $_________ for an aggregate offering amount of _____________________ Dollars ($__________). | offerings | Given the provision, provide with the correct label for the given provision |
Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective legal delivery thereof and shall be deemed an original signature hereunder for all purposes. | counterparts | Given the provision, provide with the correct label for the given provision |
This Plan shall be construed and enforced according to the laws of the State of Delaware to the extent not superseded by Federal law. | controlling laws | Given the provision, provide with the correct label for the given provision |
Except to the extent subject to adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including, without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution ( provided , however , that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, and provided further that such Maximum Percentage has not been waived by Holder, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation). | rights upon distribution of assets | Given the provision, provide with the correct label for the given provision |
The equity award each year shall be divided among the three types of awards as follows: RSUs - 30%; PSUs - 40% and Options - 30%. | ongoing grants | Given the provision, provide with the correct label for the given provision |
Any such cash collateral shall be deposited in a separate account with the Administrative Agent, subject to the exclusive dominion and control of the Administrative Agent, as collateral (solely for the benefit of the Issuing Bank) for the payment and performance of each Defaulting Lender’s Pro Rata Share of outstanding L/C Borrowings. | cash collateral for letters of credit | Given the provision, provide with the correct label for the given provision |
The Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company. | information | Given the provision, provide with the correct label for the given provision |
The Parent Company and the Company are engaged in the business of providing certain Internet of Things (IoT) services including but not limited to software development and system integrator enabling IoT applications for home and building automation, energy management, general contracting services for energy conservation measures for commercial facilities, including LED lighting and solar PV system installation, and turnkey development, engineering, procurement and construction services for the commercial/industrial and military solar photovoltaic markets (collectively, the “Business”). | purposes | Given the provision, provide with the correct label for the given provision |
Any reference in this Agreement to New Charter, the Charter Member or A/N shall be deemed to include such party’s successors in interest to the extent such successors in interest have become Members of Charter Holdings in accordance with the provisions of the LLC Agreement. | definitions | Given the provision, provide with the correct label for the given provision |
Since December 31, 2015, there has been no development or event nor any prospective development or event which has had or should reasonably be expected to have a Material Adverse Effect. | financial conditions | Given the provision, provide with the correct label for the given provision |
The proceeds of the Revolving Loans and Incremental Term Loans shall be used for general corporate purposes, including acquisitions and repurchases by the Borrower of its common stock. | use of proceeds | Given the provision, provide with the correct label for the given provision |
The Consulting Fee, together with any documented additional hourly amounts due under Section 2(b), will be payable to the Service Provider on the first (1 st ) business day of each month during the Consulting Period. | consulting fees | Given the provision, provide with the correct label for the given provision |
Other than as disclosed in the Company’s Commission Documents or on Schedule 2.1(h) to the knowledge of the Company, neither the Company, nor the Subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of the Company’s and the Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. | no undisclosed liabilities | Given the provision, provide with the correct label for the given provision |
Any agreement on the part of any party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. | waivers | Given the provision, provide with the correct label for the given provision |
If any Lender or Issuing Lender determines that any Change in Law affecting such Lender or Issuing Lender or any Lending Office of such Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by Issuing Lender, to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy and liquidity), then from time to time Borrower will pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company for any such reduction suffered. | capital adequacy | Given the provision, provide with the correct label for the given provision |
Subject to the provisions for termination hereinafter provided, the term of this Agreement shall commence on the Effective Date and shall continue until terminated as provided herein (the “Term”). | terms | Given the provision, provide with the correct label for the given provision |
The Performance-Based Restricted Stock Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Performance-Based Restricted Stock Units or any shares of Common Stock or other cash or property received with respect to the Performance-Based Restricted Stock Units (including any value received from a disposition of the shares acquired upon payment of the Performance-Based Restricted Stock Units). | clawback policy | Given the provision, provide with the correct label for the given provision |
To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. | waiver of consequential damages | Given the provision, provide with the correct label for the given provision |
Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9 . | general payment provisions | Given the provision, provide with the correct label for the given provision |
Except as set forth in the SEC Documents, no holder of securities of the Company has rights to the registration of any securities of the Company because of the filing of the Registration Statement or the issuance of the Securities hereunder that could expose the Company to material liability or any Buyer to any liability or that could impair the Company’s ability to consummate the issuance and sale of the Securities in the manner, and at the times, contemplated hereby, which rights have not been waived by the holder thereof as of the date hereof. | registration rights | Given the provision, provide with the correct label for the given provision |
The Participant specifically agrees with this paragraph. | employment agreements | Given the provision, provide with the correct label for the given provision |
Such claim shall: (i) be in writing; (ii) be submitted no later than March 1 of the year after the Excess Elective Deferral was made; and (iii) state that such amount, when added to amounts deferred under other plans described in Code Sections 401( k), 408(k) or 403(b), exceeds the applicable dollar amount under Code Section 402(g)). | participants | Given the provision, provide with the correct label for the given provision |
Fees paid shall not be refundable under any circumstances absent obvious error. | payment of fees | Given the provision, provide with the correct label for the given provision |
Any shares of Common Stock used for withholding hereunder will be valued at an amount equal to the Market Value per Share of such shares of Common Stock on the date of payment pursuant to Section 7 hereof. | withholding taxes | Given the provision, provide with the correct label for the given provision |
Subject to the last sentence of this Section 3(b), the Executive shall devote such time, attention and energies to the affairs of the Company and its subsidiaries and affiliates as are necessary to perform his duties and responsibilities pursuant to this Agreement. | devotion of time | Given the provision, provide with the correct label for the given provision |
Make any change in (a) accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles or (b) fiscal year. | accounting changes | Given the provision, provide with the correct label for the given provision |
Section and other headings, the table of contents and the names of defined terms are for the purpose of convenience of reference only and are not intended to, nor shall they, modify or be used to interpret the provisions of this Agreement. | interpretations | Given the provision, provide with the correct label for the given provision |
Schedule 7.20 , as of the date hereof, and after the date hereof, each report required to be delivered by the Borrower pursuant to Section 8.01(e) , as of the date of (or as of the date(s) otherwise set forth in) such report, sets forth, a true and complete list of all Swap Agreements of the Credit Parties, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement. | swap agreements | Given the provision, provide with the correct label for the given provision |
The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Beneficiary under any Loan Document. | miscellaneous | Given the provision, provide with the correct label for the given provision |
Notwithstanding any contrary provision of this Agreement, the Members acknowledge and agree that the reasonable expenses and charges incurred directly or indirectly by or on behalf of the Manager in connection with its obligations under this Section 8 will be reimbursed by the Company to the Manager. | expenses | Given the provision, provide with the correct label for the given provision |
Subject to the terms and conditions of this Loan Agreement and the Purchase and Sale Agreement, the Intercompany Lender hereby agrees to make Intercompany Loans to the Borrower, on each Payment Date prior to the Purchase and Sale Termination Date, in the aggregate amount of the unpaid Purchase Price for Receivables and Related Rights that were generated by the Intercompany Lender and owing by the Borrower to the Intercompany Lender on such date. | commitments | Given the provision, provide with the correct label for the given provision |
This Amendment shall become effective on the date when the Administrative Agent or Wells Fargo Securities, LLC (“ Wells Fargo Securities ”), as applicable, shall have received (a) counterparts of this Amendment executed by the Borrowers, the Guarantor and all of the Lenders (including the Exiting Lenders) and (b) payment of all fees, costs and expenses set forth in Sections 9(a) and (b) of this Amendment. | effectiveness | Given the provision, provide with the correct label for the given provision |
This Agreement constitutes the entire agreement between the Company and the Participant in respect of the Restricted Performance Stock granted hereunder, and supersedes all prior and contemporaneous agreements or understandings between the parties hereto in connection with the Restricted Performance Stock granted hereunder. | entire agreements | Given the provision, provide with the correct label for the given provision |
This Agreement and any outstanding agreements referenced herein (including, for the avoidance of doubt, the Prior Severance Agreement) represent the entire agreement and understanding between the parties as to the subject matter herein regarding severance and acceleration benefits and supersede all prior or contemporaneous agreements, whether written or oral, with respect to this Agreement. | integration | Given the provision, provide with the correct label for the given provision |
However, if the Obligation is paid in full before the end of its full contemplated term, and if the interest received for its actual period of existence exceeds the Maximum Amount, Lenders shall refund any excess (and Lenders shall not, to the extent permitted by Law, be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving, or receiving interest in excess of the Maximum Amount). | maximum rate | Given the provision, provide with the correct label for the given provision |
Purchaser shall indemnify, defend and hold Seller harmless from any brokerage or finder’s fee or commission claimed by any Person asserting its entitlement thereto at the alleged instigation of Purchaser, for or on account of this Agreement or the transactions contemplated hereby (excluding Broker). | brokers | Given the provision, provide with the correct label for the given provision |
This Section 3.4 shall not apply following a Change in Control. | effect of actions constituting cause or adverse action | Given the provision, provide with the correct label for the given provision |
A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. | indemnification by the borrowers | Given the provision, provide with the correct label for the given provision |
The provisions of this Section 2.15 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it. | ratable sharing | Given the provision, provide with the correct label for the given provision |
Lessee shall, upon the request of Lessor, subordinate its interest in the Premises to any indebtedness now existing or hereafter incurred by Lessor for which the Premises are conveyed as collateral by Lessor and to any renewal, extension, modification, consolidation, or replacement thereof and shall execute such documents as are necessary to effectuate the intent of this paragraph; provided, however, that Lessee's subordination obligation shall be conditioned upon the holder of such indebtedness agreeing to execute a commercially reasonable non-disturbance agreement. | subordinations | Given the provision, provide with the correct label for the given provision |
Subject to the Subordination Agreements, the Company and the Subsidiaries shall take any and all actions as may be necessary or appropriate in order to grant the Purchasers a first priority security interest in the assets of the Company and the Subsidiaries, including assisting Purchasers in the filing of all UCC-1 filing receipts, if required. | secured obligations | Given the provision, provide with the correct label for the given provision |
The Investor shall have executed and delivered the Standstill and Stock Restriction Agreement. | standstill | Given the provision, provide with the correct label for the given provision |
Any Borrower or any ERISA Affiliate contributes to or is required to contribute to any Multiemployer Plans. | multiemployer plans | Given the provision, provide with the correct label for the given provision |
The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4 will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable. | transfer agent instructions | Given the provision, provide with the correct label for the given provision |
Unless the Plan Administrator determines otherwise prior to the start date of the applicable offering period and subject to the limitations of Article VIII below, each purchase right granted for an offering period shall provide the Participant with the right to purchase up to 25,000 shares of Common Stock within that offering period, such limit to be adjusted ratably by the Committee for offering periods greater than or less than 12 months (subject to any adjustments in Section III.C). | grant of purchase right | Given the provision, provide with the correct label for the given provision |
The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s relevant Applicable Percentage in respect of the relevant Facility). | optional | Given the provision, provide with the correct label for the given provision |
The Executive will not reproduce or appropriate for the Executive’s own use, or for the use of others, any property, Proprietary Information or Work Product. | return of company property | Given the provision, provide with the correct label for the given provision |
Subsequent Closings shall occur when the Buyer Note is repaid. | closing dates | Given the provision, provide with the correct label for the given provision |
Neither Seller nor any contractors nor the employees of either shall be deemed to be servants, employees or agents of Purchaser. | independent contractors | Given the provision, provide with the correct label for the given provision |
In consideration of the benefits under this Agreement, and in light of Executive’s continuing role as a consultant following the Separation Date under the Consulting Agreement, Executive and the Company hereby amend the Restrictive Covenants Agreements as follows: (a) the Restrictive Covenants Agreements shall apply to the services provided by Executive as a consultant under the Consulting Agreement as if Executive was still employed during the Consulting Term (as defined in the Consulting Agreement), (b) the one-year post-employment Restricted Period, as defined in Executive’s Noncompetition Agreement, shall be extended so that it ends on the one-year anniversary of the date on which the Consulting Term ends under the Consulting Agreement; and (c) the following companies shall be added to Exhibit A to Executive’s Noncompetition Agreement: KNOW Bio, LLC, Vast Therapeutics, Inc., and any of their affiliates, subsidiaries or joint ventures. | employment agreements | Given the provision, provide with the correct label for the given provision |
However, Executive acknowledges that through the Executive’s employment with Company the Executive may have learned material, non-public information regarding Company. | insider trading | Given the provision, provide with the correct label for the given provision |
To the extent permitted by ERISA and other applicable law, no member (which term, as used in this Article 10, shall include any employee of any Employing Company designated to carry out any responsibility of the Administration Committee pursuant to Section 6.3) of the Administration Committee shall be liable for anything done or omitted to be done by him or her in connection with the Plan, unless the member failed to act (a) in good faith and (b) for a purpose which such member reasonably believed to be in accordance with the intent of the Plan. | standard of conduct | Given the provision, provide with the correct label for the given provision |
Payments of principal or interest received after 2:00 p.m. on such date are considered received at the opening of business on the next Business Day. | payments | Given the provision, provide with the correct label for the given provision |
During your employment under this Agreement, CBS shall reimburse you for such reasonable travel and other expenses incurred in the performance of your duties as are customarily reimbursed to CBS executives at comparable levels. | business expenses | Given the provision, provide with the correct label for the given provision |
Each provision of this Second Amendment shall be severable from every other provision of this Second Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Second Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction. | severability | Given the provision, provide with the correct label for the given provision |
It is the DRFC’s responsibility to maintain on file verification of the In-Service period for each vehicle. | attachment 3 | Given the provision, provide with the correct label for the given provision |