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The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. | maintenance of records | Given the provision, provide with the correct label for the given provision |
Schedule 2.19 sets forth (a) a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers compensation, vehicular, fiduciary liability and other casualty and property insurance maintained by any Seller or its Affiliates and relating to the Business, the Purchased Assets or the Assumed Liabilities (collectively, the “ Insurance Policies ”); and (b) with respect to the Business, the Purchased Assets or the Assumed Liabilities, a list of all pending claims and the claims history for the Sellers. | insurances | Given the provision, provide with the correct label for the given provision |
Payments under this Agreement shall be subject to the Company’s Incentive Compensation Recovery (Clawback) Policy attached as Exhibit I (and deemed to be incentive compensation for the purposes of that Policy). | full settlement | Given the provision, provide with the correct label for the given provision |
If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings of the applicable Class and, second, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). | manner of payments | Given the provision, provide with the correct label for the given provision |
All Hazardous Materials used or generated by the Company or any business merged into or otherwise acquired by the Company has been generated, accumulated, stored, transported, treated, recycled and disposed of in compliance with all Environmental Laws. | environmental matters | Given the provision, provide with the correct label for the given provision |
The Company will address any notice to the Optionee to the Optionee's current address according to the Company's personnel files. | notices | Given the provision, provide with the correct label for the given provision |
This Agreement may be executed in counterparts and may be delivered via fax or scan which shall have the same full force and effect as an original. | counterparts | Given the provision, provide with the correct label for the given provision |
The Parent will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis, and all lawful claims which, if unpaid, might become a Lien not otherwise permitted under Section 10.01, provided that neither the Parent nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with generally accepted accounting principles. | payment of taxes | Given the provision, provide with the correct label for the given provision |
Except to the extent otherwise provided, (1) each advance of proceeds of the Ratable Loans shall be made by the Banks, (2) each reduction of the amount of the Total Loan Commitment under Section 2.16 shall be applied to the Loan Commitments of the Banks and (3) each payment of the facility fee accruing under Section 2.08 shall be made for the account of the Banks, ratably according to the amounts of their respective Loan Commitments. | pro rata treatment | Given the provision, provide with the correct label for the given provision |
The Agent shall promptly notify each Lender of the Company’s notice of such pending designation by the Company and the identity of the respective Subsidiary. | designated subsidiaries | Given the provision, provide with the correct label for the given provision |
The corporate law of the State of Nevada shall govern all issues and questions concerning the relative rights of the Corporation and its stockholders. | governing laws | Given the provision, provide with the correct label for the given provision |
§§ 1 et seq. | foreign assets control regulations | Given the provision, provide with the correct label for the given provision |
Each party hereto shall have the right to terminate this Agreement immediately upon written notice to the other party hereto, if (i) the terminating party determines in its reasonable discretion that the activities of the parties under this Agreement or the CAB Program and/or the Loan Program contravene, conflict with, are prohibited by, are improper under or are not permitted under any of the Rules; (ii) any Regulatory Authority having jurisdiction over the CAB Program and/or the Loan Program, CAB or Lender requires the terminating party to terminate this Agreement; (iii) the terminating party determines in its reasonable discretion that continued operation of the CAB Program and/or the Loan Program may materially adversely affect the ongoing operations of the terminating party or those of the terminating party’s affiliates; and in the event of a termination of this Agreement pursuant to this clause (iv), the terminating party shall provide the other party hereto with a written explanation of the basis for such termination, or (v) the terminating party determines in its reasonable discretion that continued operation of the CAB Program and/or the Loan Program may materially adversely affect the relationship between the terminating party or any of its affiliates and any Regulatory Authority having jurisdiction over any of them. | terms | Given the provision, provide with the correct label for the given provision |
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by (i) Parent without the prior written consent of a majority (in terms of aggregate voting power) of the Subject Shares or (ii) any Shareholders or WTM without the prior written consent of Parent. | assignments | Given the provision, provide with the correct label for the given provision |
The Committee, in its sole discretion, may provide for an adjustable Performance Award value based upon the level of achievement of Performance Measures. | performance measures | Given the provision, provide with the correct label for the given provision |
No Borrower shall modify or change its method of accounting (other than as may be required to conform to GAAP) or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service bureau for the preparation or storage of any Borrower’s accounting records without said accounting firm or service bureau agreeing to provide the Lenders information regarding the Collateral and each Borrower’s financial condition. | accounting methods | Given the provision, provide with the correct label for the given provision |
Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate revolving credit or term loan facilities provided pursuant to the last paragraph of Section 11.01 on a non-pro rata basis. | proportionate amounts | Given the provision, provide with the correct label for the given provision |
In connection with entering into this Agreement, the Executive has executed and delivered to the Company a Confidential Information and Inventions Agreement (as it may be amended from time to time and together with any similar successor agreement, the " Confidentiality Agreement "). | confidentiality agreements | Given the provision, provide with the correct label for the given provision |
The Company hereby grants to the Participant on [ ] (such date, the “ Grant Date ”), an award that consists of an unfunded and unsecured promise to deliver (or cause to be delivered) to the Participant, subject to the terms and conditions of the Plan and this Agreement, one share of Stock with respect to each PSU forming part of this Award, on the delivery date specified, or as otherwise provided, herein. | grant of the award | Given the provision, provide with the correct label for the given provision |
The training of the Parties’ sales forces and other customer facing personnel for Commercialization of the Product in the United States shall be conducted using only training materials and programs approved in accordance with the process set forth in Section 5.2 (Materials). | training | Given the provision, provide with the correct label for the given provision |
Annual Leave time in excess of 20 days shall be transferred to Executive’s US Paid Time Off (“ PTO ”) Bank. | vacations | Given the provision, provide with the correct label for the given provision |
Except as otherwise provided in the Grant Notice or this Agreement, the provisions of Section 13.2 of the Plan shall apply to the PSUs and Dividend Equivalents, if any, to the extent provided in Section 2(f). | corporate events | Given the provision, provide with the correct label for the given provision |
The Funding Account shall be used for fundings of the Purchase Price and the Repurchase Price with respect to each Purchased Mortgage Loan in accordance with Section 3 . | funding accounts | Given the provision, provide with the correct label for the given provision |
Schedule 3.6 annexed hereto sets forth the name and jurisdiction of organization of each Subsidiary of the Borrower as of the Closing Date and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party as of the Closing Date, and (b) as of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options or restricted stock granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of any of the Guarantors directly owned by the Loan Parties that are included in the Collateral, except as created by the Loan Documents or permitted under Section 6.2. | subsidiaries | Given the provision, provide with the correct label for the given provision |
I represent and warrant that I am not a party to any contract relating to the granting or assignment to any party (other than MetLife) of any interest in Intellectual Property and/or Confidential and Proprietary lnformation conceived, developed, made or reduced to·practice by me except insofar as copies of such contracts, if any, have been supplied to MetLife. | protections | Given the provision, provide with the correct label for the given provision |
No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Company, the Surviving Corporation, Parent or any of their respective Subsidiaries in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder (excluding, for the avoidance of doubt, any such broker, investment banker, financial advisor or other Person retained or engaged by Company). | brokers | Given the provision, provide with the correct label for the given provision |
After the replacement of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. | replacement of the issuing banks | Given the provision, provide with the correct label for the given provision |
This Agreement shall, in all respects, be interpreted, construed and governed by and under the internal substantive laws of the State of New York (without reference to its choice of law provisions). | governing laws | Given the provision, provide with the correct label for the given provision |
Schedule 1 contains an accurate list of all Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective Capital Stock owned by the Borrower or other Subsidiaries. | subsidiaries | Given the provision, provide with the correct label for the given provision |
In addition, if the Participant is employed by a wholly owned subsidiary of the Company and such subsidiary is subsequently sold or transferred to another Person (as defined below) who is not also wholly owned by the Company, then the Participant’s employment with the Company for purposes of this Section 5 shall be deemed to cease immediately upon such sale or transfer. | forfeiture risk | Given the provision, provide with the correct label for the given provision |
Notwithstanding any other provision contained herein, all amounts payable pursuant to Article 3(b) of this Agreement shall be subject to the Company’s policy entitled “Recoupment of Incentive Compensation Upon Restatement or Misstatement of Financial Results, or as Required by Law” (as may be amended from time to time). | clawback policy | Given the provision, provide with the correct label for the given provision |
Any such increase will not be effective until the 61 st day after such notice is delivered to Borrower. | holder’s conversion limitations | Given the provision, provide with the correct label for the given provision |
Halo shall provide Client with reasonable access at mutually agreeable times to Manufacturing Site areas in which Products and/or Finished Goods are manufactured, handled, stored or shipped in order to permit Client's verification of the performance of the Manufacturing Services in accordance with the Specifications and Applicable Laws (including cGMPs). | access | Given the provision, provide with the correct label for the given provision |
The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he or she may have ceased to serve in any such capacity at the time of any action, suit or other covered proceeding. | nonexclusivity | Given the provision, provide with the correct label for the given provision |
During his employment, the Executive shall be entitled to reimbursement by the Company for such customary, ordinary and necessary business expenses as are incurred by him in the performance of his duties and activities associated with promoting or maintaining the business of the Company, including the Executive’s charitable activities approved by the Board . | business expenses | Given the provision, provide with the correct label for the given provision |
All Royalty reports will be subject to audit rights as set forth in Section 5.7. | royalty reports | Given the provision, provide with the correct label for the given provision |
Neither the granting of an Option to an employee nor the deductions from his pay shall constitute such employee a stockholder of the shares of Common Stock covered by an Option under this Plan until such shares have been purchased by and issued to him. | optionees not stockholders | Given the provision, provide with the correct label for the given provision |
To the extent the shares of Restricted Stock become vested, the Company shall promptly provide Participant (or in the case of his death, his designated beneficiary) the certificates for the appropriate number of shares of Common Stock. | certificates | Given the provision, provide with the correct label for the given provision |
The Board’s interpretations of the Plan and all determinations made by the Board pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. | board determinations | Given the provision, provide with the correct label for the given provision |
The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. | governing laws | Given the provision, provide with the correct label for the given provision |
Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided , however , that , calculations of Synthetic Lease Obligations shall be made by the Parent Borrower in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease Obligations and in the event any accounting term is not defined by GAAP, it shall have the definition mutually agreed upon by the Parent Borrower and the Administrative Agent. | generally | Given the provision, provide with the correct label for the given provision |
This Agreement shall terminate April 27, 2018 and may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. | terms | Given the provision, provide with the correct label for the given provision |
Each of Parent, the Borrower and their Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which Parent, the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect. | taxes | Given the provision, provide with the correct label for the given provision |
Maintain, preserve and protect all of their respective Properties in good order and condition, subject to wear and tear in the ordinary course of business, and not permit any waste of their respective Properties, except (a) that the failure to maintain, preserve and protect a particular item of Property that is at the end of its useful life or that is not of significant value, either intrinsically or to the operations of Borrower and Subsidiaries, taken as a whole, shall not constitute a violation of this covenant, and (b) this covenant shall not be construed to prohibit any Disposition otherwise permitted pursuant to Section 6.3 . | maintenance of properties | Given the provision, provide with the correct label for the given provision |
The Committee of Baker Hughes, a GE company (the “ Company ”) has granted Restricted Stock Units, from time to time with Dividend Equivalents as the Committee may determine (“ RSUs ”), to the individual named in this Award Agreement (the “ Participant ”) on [●] (the “ Grant Date ”). | grants | Given the provision, provide with the correct label for the given provision |
Subject to the approval of the Company’s Board of Directors or its Compensation Committee, you will be granted an option to purchase 300,000 shares of the Company’s Common Stock. | stock options | Given the provision, provide with the correct label for the given provision |
The Committee determines, in its sole discretion, which leaves count for this purpose and when the Participant’s employment terminates for purposes of this Plan. | leave of absence | Given the provision, provide with the correct label for the given provision |
Except to the limited extent permitted under Section 5(b), this Award and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment, or similar process. | transferability | Given the provision, provide with the correct label for the given provision |
In addition to the authority to make adjustments pursuant to Section 7(b) of the Plan, the Administrator may modify the terms of the Award as the Administrator deems appropriate, in good faith, to take account of a change in circumstances occasioned by a stock dividend or other similar distribution (whether in the form of stock, other securities or other property), stock split or combination of shares (including a reverse stock split), recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption or repurchase of all or part of the shares of any class of stock or any change in the capital structure of the Company or an Affiliate or other transaction or event. | amendments | Given the provision, provide with the correct label for the given provision |
Employee further acknowledges that he/she has been advised by this writing that: (a) he/she should consult with an attorney prior to executing this Agreement; (b) he/she has twenty-one (21) days within which to consider this Agreement; (c) he/she has seven (7) days following his/her execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. | acknowledgment of waiver of claims under adea | Given the provision, provide with the correct label for the given provision |
None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the Parties. | waivers | Given the provision, provide with the correct label for the given provision |
All written information, reports, statements and other papers and data furnished by or on behalf of the Borrower to the Lender (other than financial forecasts and information prepared by third parties and required to be delivered to the Lender by this Agreement) whether pursuant to this Article VI or any other provision of this Agreement, or any of the Loan Documents, shall be, at the time the same is so furnished, complete and correct in all material respects. | accuracy of information | Given the provision, provide with the correct label for the given provision |
The Redemption Notice shall (1) state the Trading Day selected for the Company Redemption in accordance with this Section 17, which Trading Day shall be at least twenty (20) Trading Days but not more than sixty (60) Trading Days following the Redemption Notice Date (the “ Redemption Date ”), (2) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure and (3) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken the same action with respect to all of the Other Warrants that are then eligible to be purchased by the Company. | company optional redemption | Given the provision, provide with the correct label for the given provision |
Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten (10) days’ prior written notice to Lender. | corporate changes | Given the provision, provide with the correct label for the given provision |
Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. | letter of credit fees | Given the provision, provide with the correct label for the given provision |
Any large volume of trash resulting from delivery of furniture, equipment, etc., should be removed by the delivery company, Tenant, or Landlord at Tenant's expense. | janitorial services | Given the provision, provide with the correct label for the given provision |
This Agreement will become effective, binding, enforceable, and irrevocable on the date it is signed by both Executive and an officer of the Company (the “ Effective Date ”). | effective dates | Given the provision, provide with the correct label for the given provision |
Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. | headings | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, if the Executive shall relocate to the Company’s headquarters as established by the Board at any time prior to September 1, 2019, then the Company shall no longer be required to provide the Executive payments described in this Section 5.6.2; provided , that the Executive will be entitled to receive a pro rata portion of the $75,000 payment that would have been payable on the next scheduled payment date, determined based on the number of days that have elapsed since the most recent payment date divided by the total number of days between the most recent and next scheduled payment dates. | relocation reimbursement | Given the provision, provide with the correct label for the given provision |
IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. | governing laws | Given the provision, provide with the correct label for the given provision |
In satisfaction of the foregoing requirement with respect to the grant or vesting of the Award or the lapse of the Restrictions hereunder, unless otherwise determined by the Company, the Company or its Affiliates shall withhold Shares otherwise releasable under the Award having a fair market value equal to the sums required to be withheld by federal, state and/or local tax law. | tax withholdings | Given the provision, provide with the correct label for the given provision |
The Policies shall be issued by financially sound and responsible insurance companies authorized to do business in the state in which the Property is located and (a) each having a financial strength rating of “A:X” or better by A.M. Best or (b) for multi-layered policies, (i) if four (4) or fewer insurance companies issue the Policies, then at least seventy-five percent (75%) of the required coverage shall be provided by insurance companies with a rating of “A:X” or better by A.M. Best with no carrier below “A:VIII” by A.M. Best, or (ii) if five (5) or more insurance companies issue the Policies, then at least sixty percent (60%) of the required coverage shall be provided by insurance companies with a rating of “A:X” or better by A.M. Best with no carrier below “A:VIII” by A.M. Best. | insurance company | Given the provision, provide with the correct label for the given provision |
If a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. | action by administrative agent | Given the provision, provide with the correct label for the given provision |
The right to Reimbursements, or in-kind benefits, will not be subject to liquidation or exchange for another benefit. | reimbursements | Given the provision, provide with the correct label for the given provision |
Section 1.956-2(c)(2)) in each Foreign Subsidiary, in each case to the extent directly owned by the Borrower, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the Collateral Documents, and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including, any filings and deliveries to perfect such Liens and favorable opinions of counsel all in form and substance reasonably satisfactory to the Administrative Agent. | equity interests | Given the provision, provide with the correct label for the given provision |
The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation. | waivers | Given the provision, provide with the correct label for the given provision |
For purposes of this Section 6, Unauthorized Person is any person or entity, within or without the Company, who does not need to know the Confidential Information in order to advance a legitimate business interest of the Company, unless the Company has a relationship or agreement with that person or entity such that the person or entity has an enforceable obligation to maintain the confidentiality of the Confidential Information; provided that nothing in this Section 6(a) shall prevent Executive from disclosing Confidential Information to any person within or without the Company as Executive reasonably believes necessary to facilitate the performance of Executive’s material duties and responsibilities as specified in Section 1. | nondisclosure | Given the provision, provide with the correct label for the given provision |
Each Non-Employee Director will be entitled to receive a grant of Restricted Stock Units, which grant will be made under the Incentive Plan, as of the date that is seven (7) calendar days following the date of any annual meeting of the stockholders of the Company at which such Non-Employee Director is elected or re-elected to serve in such position. | restricted stock unit grants | Given the provision, provide with the correct label for the given provision |
The closing of the purchase and sale of the Shares (the “ Transaction ”) shall take place at the offices of the Company concurrently herewith. | closings | Given the provision, provide with the correct label for the given provision |
Except as disclosed on Schedule 3.1(g ), the Company has not issued any capital stock since its most recently filed periodic or current report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. | capitalization | Given the provision, provide with the correct label for the given provision |
In the Administrator’s discretion, the Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. | payment in stock | Given the provision, provide with the correct label for the given provision |
All prior agreements between the Company and the Employee with respect to the matters agreed to herein, including the Prior Agreement, are hereby superseded and shall have no force or effect. | entire agreements | Given the provision, provide with the correct label for the given provision |
Throughout the Initial Term, Blackbox shall promptly provide all repairs, bug fixes, patches, and other routine maintenance for the BBTR System (Tier 3 Support), which shall be undertaken in accordance with the terms in Exhibit B (Support Terms) at the sole expense of Blackbox. | support | Given the provision, provide with the correct label for the given provision |
The Participant shall have no rights as a shareholder with respect to the RSUs. | rights as a shareholder | Given the provision, provide with the correct label for the given provision |
Any purported assignment of this commitment in contravention of this Section 5 shall be null and void. | no assignments | Given the provision, provide with the correct label for the given provision |
The obligations of Subtenant hereunder shall survive the expiration or earlier termination of this Sublease. | as-is condition | Given the provision, provide with the correct label for the given provision |
Except as otherwise provided herein, wherever in this Lease the consent of a party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. | consents | Given the provision, provide with the correct label for the given provision |
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. | counterparts | Given the provision, provide with the correct label for the given provision |
If any right, preference or limitation of the Preferred Stock set forth in this Certificate (as amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule of Law or public policy, all other rights, preferences and limitations set forth in this Certificate (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein. | severability | Given the provision, provide with the correct label for the given provision |
No amendment, waiver or consent unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. | amendment of administrative agent’s duties, etc | Given the provision, provide with the correct label for the given provision |
THE PLEDGOR AND THE COMPANIES EACH HEREBY: (i) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY; AND (ii) WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE PLEDGORS, ANY COMPANY AND SECURED PARTY MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS AGREEMENT, AND/OR ANY TRANSACTIONS, OCCURRENCES, COMMUNICATIONS, OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO DEBTOR-CREDITOR RELATIONSHIP BETWEEN THE PARTIES. | waiver of jury trials | Given the provision, provide with the correct label for the given provision |
If no specific designation of interest is made at the time any advance is requested hereunder or at the end of any Fixed Rate Term, Borrower shall be deemed to have made a Base Rate interest selection for such advance or the principal amount to which such Fixed Rate Term applied. | selection of interest rate options | Given the provision, provide with the correct label for the given provision |
In the event that at any future time it is determined by a court of competent jurisdiction that any covenant, clause, provision or term of this Release is illegal, invalid or unenforceable, the remaining provisions and terms of this Release shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. | severability | Given the provision, provide with the correct label for the given provision |
NSA REIT or any of its Subsidiaries shall: (i) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection; (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership action for the purpose of effecting any of the foregoing. | voluntary bankruptcy proceeding | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything to the contrary contained in this Note, the Borrower may repay any amount outstanding under this Note, during the 61st through 90th calendar day period after the Issue Date, by making a payment to the Holder of an amount in cash equal to 115% multiplied the amount that the Borrower is repaying. | repayments | Given the provision, provide with the correct label for the given provision |
Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. | jurisdictions | Given the provision, provide with the correct label for the given provision |
The Administrative Agent shall have received (A) the audited Consolidated balance sheet of Centuri (or its predecessors) and its Subsidiaries for the three Fiscal Years most recently ended prior to the Closing Date and the related audited statements of income and retained earnings and cash flows for each such Fiscal Year, (B) an unaudited Consolidated balance sheet of Centuri and its Subsidiaries for each of the fiscal quarters ended on March 31, 2017 and June 30, 2017 and related unaudited interim statements of income and retained earnings and cash flows, (C) the audited Consolidated balance sheet of NEUCO and its Subsidiaries for the two fiscal years most recently ended prior to the Closing Date and the related audited statements of income and retained earnings and cash flows for each such fiscal year and (D) interim unaudited comparable year-to-date financial statements of NEUCO and its Subsidiaries for the period ending June 30, 2017. | financial statements | Given the provision, provide with the correct label for the given provision |
The Recipient further acknowledges and agrees that neither this Agreement nor the vesting schedule set forth herein constitute an express or implied promise of continued service as a director of the Company and shall not interfere with the Company’s shareholders’ or the Recipient’s right to terminate the Recipient’s relationship with the Company at any time, with or without cause. | no guarantee of continued service | Given the provision, provide with the correct label for the given provision |
The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the 1934 Act or the 1933 Act. | absence of litigation | Given the provision, provide with the correct label for the given provision |
For Incentive Stock Options, if an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation, and an Incentive Stock Option is granted to such employee, the term of such Stock Option granted to such employee shall be no more than five years from the date of grant. | option terms | Given the provision, provide with the correct label for the given provision |
On the effective date of the termination of all Commitments, the Obligations shall be immediately due and payable, and each Secured Bank Product Provider may terminate its Bank Products. | effect of terminations | Given the provision, provide with the correct label for the given provision |
The Executive shall be compensated at the rate of KRW 12 million per year (the “ Base Salary ”), in four (4) equal quarterly installments commencing September 2017 and to be paid in arrears on the same day of the month on which the other executives of the Company receive their compensation. | base salary | Given the provision, provide with the correct label for the given provision |
You acknowledge and understand that your access to Avon’s e-mail and voicemail, as well as other communication systems, will be discontinued as of the Separation Date. | e-mail | Given the provision, provide with the correct label for the given provision |
If the Participant resigns or otherwise voluntarily terminates his or her employment with AB (other than due to the Participant’s Disability), any unvested Deferred Cash and all unvested Restricted Units held by the Participant (and not previously forfeited or cancelled) on the date of resignation shall continue to vest as specified in Section 5 of Schedule A and be distributed as specified in Article 4 of each of the Deferred Cash Program and the Incentive Compensation Program. | resignations | Given the provision, provide with the correct label for the given provision |
Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Obligation that, as to such Loan Party, is an Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Obligation that, as to such Loan Party, is an Excluded Swap Obligation. | excluded swap obligations | Given the provision, provide with the correct label for the given provision |
For both accounting and tax reporting purposes, the fiscal year of the Company shall be the twelve (12) month period ending on June 30 of each year. | fiscal year | Given the provision, provide with the correct label for the given provision |
You will be entitled to participate in all Welltower benefit programs commensurate with other U.S.-based Welltower employees, including health, life and disability programs, and in Welltower’s 401(k) plan, subject to your satisfaction of any eligibility criteria. | benefits | Given the provision, provide with the correct label for the given provision |
Capitalized terms in this Exhibit E shall have the meanings set forth below. | definitions | Given the provision, provide with the correct label for the given provision |
This Credit Agreement, the Notes, the Fee Letters and any other documents delivered pursuant to this Credit Agreement. | loan documents | Given the provision, provide with the correct label for the given provision |
And any default by Consultant under this Agreement shall be deemed a default by Consultant under the Separation Agreement, and vice versa. | separation agreements | Given the provision, provide with the correct label for the given provision |