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There has not been committed by Borrower, Mezzanine A Borrower, Mortgage Borrower or to the best of Borrower’s Knowledge, any other Person in occupancy of or involved with the operation or use of the Property any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. | compliance | Given the provision, provide with the correct label for the given provision |
The Company shall have received and delivered to Purchaser on or before the Initial Closing “lock-up” agreements, each substantially in the form of Exhibit C hereto, executed by officers and directors of the Company and shareholders of the Company affiliated with the Company’s officers and directors (including, Rockmore Investment Master Fund Ltd. and Mistral Spa Holdings, LLC) relating to sales and certain other dispositions of shares of Common Stock or certain other securities, and such “lock-up” agreements shall be in full force and effect on the Initial Closing. | lock-up agreements | Given the provision, provide with the correct label for the given provision |
The Company and each of its direct and indirect subsidiaries, if any (collectively, the “ Subsidiaries ”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries. | sec filings | Given the provision, provide with the correct label for the given provision |
The Common Stock issuable upon exercise of the Warrantholder’s rights has been, or in accordance with Section 4, will be duly and validly reserved and, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, that the Common Stock issuable pursuant to this Agreement may be subject to restrictions on transfer under state and/or federal securities laws or in this Agreement. | reservation of common stock | Given the provision, provide with the correct label for the given provision |
The cumulative value of (i) the Title Defect Values of all uncured Title Defects, (ii) the Environmental Defect Values of all uncured Environmental Defects, (iii) the Allocated Value of any portion of the Property excluded pursuant to Section 4.4 , and (iv) the Net Casualty Loss together with the Allocated Value of any portion of the Property excluded due to a Casualty Loss pursuant to Section 6.2 shall not exceed twenty percent (20%) of the unadjusted Purchase Price. | defects | Given the provision, provide with the correct label for the given provision |
Each of Parent and Borrower shall not, and shall not permit any other member of the Consolidated Group to, enter into or permit to exist any Contractual Obligation (other than the Loan Documents) that (a) constitutes a Negative Pledge with respect to any Unencumbered Property or the Equity Interests in any member of the Consolidated Group (other than Borrower) that directly owns an Unencumbered Property, or (b) limits the ability of any member of the Consolidated Group to transfer ownership of any Unencumbered Property or the Equity Interests in any member of the Consolidated Group (other than Borrower) that directly owns an Unencumbered Property. | burdensome agreements | Given the provision, provide with the correct label for the given provision |
It is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act. | not an investment company | Given the provision, provide with the correct label for the given provision |
The Executive shall not be entitled to any benefits beyond those provided for in this Section 5 by virtue of termination of his employment or this Agreement, including pursuant to any generally applicable Hasbro plan, policy, or agreement. | no other severance | Given the provision, provide with the correct label for the given provision |
Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable Revolving Credit Commitments with respect to the applicable Class in accordance with Section 2.1(b)(iii) (it being understood that the Non-Extended Revolving Credit Commitments and the Fourth Amendment Extended Revolving Credit Commitments shall be drawn on a ratable basis, subject to Section 2.1(b)(iii), as if the Non-Extended Revolving Credit Commitments and the Fourth Amendment Extended Revolving Credit Commitments are one Class of Revolving Credit Commitments for this purpose). | pro rata borrowings | Given the provision, provide with the correct label for the given provision |
Unless otherwise determined by the Committee and set forth in an Agreement, to the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires. | vesting | Given the provision, provide with the correct label for the given provision |
The number of Performance Stock Units that vest may range from 0 – 200% of the Target Award based on the Company’s achievement of pre-established performance metrics as approved by the Board. | vesting | Given the provision, provide with the correct label for the given provision |
Any Bonus issued under this Plan will be subject to any claw back policy developed by the Board of Directors or the Committee that is consistent with applicable law, whether such Bonus was granted before or after the effective date of any such claw back policy. | recovery of compensation | Given the provision, provide with the correct label for the given provision |
The Option will vest over a four year vesting schedule in forty-eight (48) equal monthly installments following the Effective Date, subject to Executive’s continued employment through each such vesting date. | equity awards | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the board of directors, board of managers, directors, managers, or officers or any other fiduciary of any Cloud Peak Entity from taking any action, or from refraining from taking any action, to the extent such board of directors, board of managers, or such similar governing body determines, after receiving advice from counsel, that taking such action, or refraining from taking such action, as applicable, may be required to comply with applicable law or its fiduciary obligations under applicable law. | fiduciary duties | Given the provision, provide with the correct label for the given provision |
The representations and warranties contained herein shall survive the Closing. | survival | Given the provision, provide with the correct label for the given provision |
Attainment of the performance goals shall be determined and certified by the Committee in writing prior to the settlement of the Award. | performance-based vesting conditions | Given the provision, provide with the correct label for the given provision |
The JDC shall review the GDP from time to time as necessary for the purpose of considering appropriate amendments thereto. | amendments | Given the provision, provide with the correct label for the given provision |
Subject to the provisions of this Section, at the election of the Borrower, (i) Revolving Credit Loans shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the LIBOR Rate plus the Applicable Margin ( provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 4.9 of this Agreement) and (ii) any Swingline Loan shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the LIBOR Market Index Rate plus the Applicable Margin. | interest rate options | Given the provision, provide with the correct label for the given provision |
Interest or profits, if any, on such investments shall accumulate in such account. | cash collateral | Given the provision, provide with the correct label for the given provision |
No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. | amendment of this agreement | Given the provision, provide with the correct label for the given provision |
Term Borrowings also may be classified and referred to by Class or by Type (e.g., a “ Eurodollar Term Borrowing ”). | term borrowings | Given the provision, provide with the correct label for the given provision |
The effective date of a Commission decision approving this Agreement. | approval date | Given the provision, provide with the correct label for the given provision |
During the Term of Employment, the Executive shall report directly to Willam S. Marth, CEO or any other person designated by the President and Chief Executive Officer and (i) shall serve with the title Senior Vice President, Drug Product Manufacturing, (ii) shall perform such duties and responsibilities as may be reasonably determined by Chairman, President and Chief Executive Officer or his designate, consistent with the Executive’s title and position, duties and responsibilities as an employee of the Company as of the Effective Date; provided that such duties and responsibilities shall be within the general area of the Executive’s experience and skills, and (iii) shall render all services incident to the foregoing. | duties | Given the provision, provide with the correct label for the given provision |
The Company shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Company shall have received at least 10 days’ prior written notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender which notice will include the amount of such interest or costs, the methodology for the calculation and the calculation thereof, provided that (x) the amounts payable under this Section 3.04(e) shall be without duplication of amounts payable under Section 3.01 , 3.04(a) or 3.05 and no amount shall be payable under this Section 3.04(e) on account of any Excluded Taxes and (y) each Lender agrees that it will not claim from the Borrower the payment of any amounts referred to in this Section 3.04(e) if it is not generally claiming similar compensation from its other similar borrowers in substantially similar circumstances. | additional reserve requirements | Given the provision, provide with the correct label for the given provision |
In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of the Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. | obligations absolute | Given the provision, provide with the correct label for the given provision |
The Servicer shall not change the jurisdiction of its incorporation, make any change to its corporate name, change the location of its principal place of business and chief executive office unless prior to the effective date of any such change of location, the Servicer shall have provided not less than 30 days’ prior written notice to the Administrative Agent of such change of location. | locations | Given the provision, provide with the correct label for the given provision |
Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. | proceedings | Given the provision, provide with the correct label for the given provision |
EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA SITTING IN COUNTY OF PHILADELPHIA AND OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COMMONWEALTH OF PENNSYLVANIA COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. | submission to jurisdiction | Given the provision, provide with the correct label for the given provision |
Effective October 1, 2018, the Corporation became a wholly-owned subsidiary of Northwest Natural Holding Company (“Parent”) and holders of Corporation common stock became holders of Parent common stock (“Parent Common Stock”). | restatements | Given the provision, provide with the correct label for the given provision |
If at any time and for any reason whatsoever, the interest rate payable under this Note shall exceed the maximum rate of interest permitted to be charged by the Lender to the Borrower under applicable Law, such interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable Law, and that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest permitted by applicable Law shall be deemed a voluntary prepayment of principal. | interest rate limitations | Given the provision, provide with the correct label for the given provision |
The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Parties have assumed any advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Parties have advised, are currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) the Lender Parties are acting solely as principals and not as the agents or fiduciaries of any Loan Party, its management, stockholders, creditors or any other Person. | no fiduciary duty | Given the provision, provide with the correct label for the given provision |
It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. | conduct of indemnification proceedings | Given the provision, provide with the correct label for the given provision |
It is accordingly agreed that Iroquois, on the one hand, and the Company, on the other hand (the “ Moving Party ”), shall each be entitled to seek specific enforcement of, and injunctive or other equitable relief to prevent any violation of, the terms hereof, and the other Party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. | specific performance | Given the provision, provide with the correct label for the given provision |
The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act. | litigations | Given the provision, provide with the correct label for the given provision |
Amended and Restated Long-Term Incentive Plan or any subsequent incentive plan, this instrument contains the entire agreement of the parties and, as of the Effective Date, supersedes all other obligations of the Company and its affiliates under other agreements or otherwise. | entire agreements | Given the provision, provide with the correct label for the given provision |
The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and will not affect its interpretation. | construction | Given the provision, provide with the correct label for the given provision |
An Option Agreement may provide for the payment of the option price as the Committee may specify, including by the delivery of Shares. | option agreements | Given the provision, provide with the correct label for the given provision |
Except for receivables acquired or otherwise obtained by the Borrower or any Restricted Subsidiary out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) to any other Person that is not the Borrower or a Guarantor any of its notes receivable or accounts receivable. | sale or discount of receivables | Given the provision, provide with the correct label for the given provision |
COMPANY AND PURCHASERS EACH ACKNOWLEDGE THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL. | waiver of right to jury trial | Given the provision, provide with the correct label for the given provision |
Any such amendment shall apply to, and bind all parties. | amendment of agreement | Given the provision, provide with the correct label for the given provision |
Each person who first becomes an Outside Director following the Registration Date will be automatically granted 30,000 Restricted Stock Units (the “Initial Award”) on or about the date on which such person first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director, but who remains a Director, will not receive an Initial Award. | initial awards | Given the provision, provide with the correct label for the given provision |
Company shall have received from Buyer a certificate of an executive officer of Buyer (i) as to the satisfaction of the conditions set forth in this Section 5.3 , and (ii) attaching a certified copy of resolutions duly adopted by the Buyer Board and the Merger Sub Board approving this Agreement and consummation of the Merger and the transactions contemplated hereby. | officer’s certificates | Given the provision, provide with the correct label for the given provision |
Time is of the essence as to each and every provision in this Lease requiring performance within a specified time. | time of essence | Given the provision, provide with the correct label for the given provision |
Such cooperation shall include Employee making himself reasonably available (taking into account his personal and professional schedule), upon the request of the Company or the Affiliate, or its counsel, for depositions, court appearances and interviews by such counsel. | cooperation | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, nothing herein shall prevent any Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement. | protection of collateral agent’s security | Given the provision, provide with the correct label for the given provision |
The determinations as to the benefit to be reduced and the amount of reduction shall be made by the Employer in good faith, and such determinations shall be conclusive and binding on the Covered Employee. | parachute payment limitations | Given the provision, provide with the correct label for the given provision |
Executive acknowledges and agrees that his covenants in Articles V , VI , and VII are, among other things, ancillary to the otherwise enforceable agreements to provide Executive with Confidential Information and are supported by independent, valuable consideration. | enforcement of covenants | Given the provision, provide with the correct label for the given provision |
Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. | waiver of past defaults | Given the provision, provide with the correct label for the given provision |
During the period commencing on the date first written above and ending on the second (2 nd ) anniversary of the date of termination of this Agreement, the Executive shall not, except on behalf of the Company, directly or indirectly, either alone or with others, solicit or encourage others to solicit any (i) current employee of the Company or (ii) employee of the Company whose employment with the Company or its affiliates was or is terminated coincident with, or within six (6) months prior to or after, the date of termination of this Agreement, in each case for the purpose of being employed by, or otherwise providing services to, the Executive or any business, individual, partnership, firm, corporation or other entity on whose behalf the Executive is acting as an agent, representative, employee or otherwise, or for the purpose of inducing such employee to leave the employ of the Company. | non-solicitation of employees | Given the provision, provide with the correct label for the given provision |
Company Licensees shall promptly notify THR of any actual or suspected infringement or misuse of any Licensed Trademark by third parties of which Company Licensees become aware. | enforcements | Given the provision, provide with the correct label for the given provision |
(i) Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. | organizations | Given the provision, provide with the correct label for the given provision |
Borrower shall not, and shall not permit any Portfolio Entity to, make any payments under any Subordinated Debt. | debts | Given the provision, provide with the correct label for the given provision |
No Participant shall be granted, during any one (1) calendar year, Options and/or SARs (whether such SARs may be settled in shares of Common Stock, cash or a combination thereof) covering in the aggregate more than Five Hundred Thousand (500,000) shares of Common Stock. | individual option and sar limit | Given the provision, provide with the correct label for the given provision |
Appendix A constitutes part of this Agreement. | non-u.s. addendum | Given the provision, provide with the correct label for the given provision |
The business and affairs of the Company shall be conducted solely and exclusively by the Member, as provided herein. | management | Given the provision, provide with the correct label for the given provision |
In the event the Board appoints a Committee as provided hereunder, or the Administrator delegates any of its duties to another Committee or sub-Committee, any action of such Committee with respect to the administration of the Plan shall be taken pursuant to a majority vote of the Committee members or pursuant to the written resolution of all Committee members. | limitation on liability | Given the provision, provide with the correct label for the given provision |
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Parent Guarantor or any of the Parent Guarantor’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. | participations | Given the provision, provide with the correct label for the given provision |
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. | governing laws | Given the provision, provide with the correct label for the given provision |
Party B will invoice the first of six (6) equal installments on the Effective Date and subsequently at the beginning of each calendar quarter. | sales | Given the provision, provide with the correct label for the given provision |
With respect to any payments as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company. | unfunded status of plan | Given the provision, provide with the correct label for the given provision |
The Administrator will have the power to interpret the Plan and this Option Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). | interpretations | Given the provision, provide with the correct label for the given provision |
The Borrower, and to the extent provided by any Lender, such Lender, shall grant to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Banks and the Lenders, and shall agree to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to §4.15(c). | grant of security interests | Given the provision, provide with the correct label for the given provision |
The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed (if at all), am or will be in the future employed, by the Company, including as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. | entire agreements | Given the provision, provide with the correct label for the given provision |
If this Agreement is assigned pursuant to the foregoing sentence, the assignment shall be by novation and the assignor shall have no further liability hereunder, and the successor or assign, as applicable, shall become the “Bank” or “Employer” hereunder, but Executive will not be deemed to have experienced a termination of employment by virtue of such assignment. | assignments | Given the provision, provide with the correct label for the given provision |
Each Subsidiary Loan Party further agrees that nothing in the Credit Agreement, this First Refinancing Amendment or any other Loan Document shall be deemed to require the consent of such Subsidiary Loan Party to any future amendment to the Credit Agreement. | no novation | Given the provision, provide with the correct label for the given provision |
Payment of Participant’s TSR Performance Units shall be made as soon as practicable after the Units have become non-forfeitable (or the Award Date, if later), but in no event later than March 15 th of the calendar year after the year in which the Units become earned and non-forfeitable. | time of payments | Given the provision, provide with the correct label for the given provision |
Accordingly, unless otherwise expressly stated in such Change Order, Contractor expressly waives and releases any and all right to make a claim or demand or to take any action or proceeding against Owner for any consequences arising out of, relating to or resulting from such change reflected in the subject Change Order. | satisfaction | Given the provision, provide with the correct label for the given provision |
Neither the Company nor the Subsidiaries or any of their respective affiliates, nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Preferred Shares under the Securities Act. | private placements | Given the provision, provide with the correct label for the given provision |
Any failure to record any Loan or payment thereon or any error in doing so shall not limit or otherwise affect the obligation of the Borrower to pay any amount owing with respect to the Loans. | evidence of loans | Given the provision, provide with the correct label for the given provision |
Upon the expiration or other termination of this Agreement or the Associate’s employment, the respective rights and obligations of the parties hereto shall survive to the extent necessary to carry out the intentions of the parties under this Agreement. | survivorship | Given the provision, provide with the correct label for the given provision |
The Company, by action taken by the Compensation Committee of its Board of Directors, may amend the Program at any time and for any reason, provided that any such amendment shall not reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary Separation from Service on such date). | amendments | Given the provision, provide with the correct label for the given provision |
If any such conversion or repayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the relevant Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.21. | illegality | Given the provision, provide with the correct label for the given provision |
On any such partial exercise, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised. | partial exercises | Given the provision, provide with the correct label for the given provision |
The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, was or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. | indemnity in third-party proceedings | Given the provision, provide with the correct label for the given provision |
The receipt of each Placement Notice shall promptly be acknowledged by the Designated Agent by providing email notice to the Company to a person designated on Schedule 2 . | placements | Given the provision, provide with the correct label for the given provision |
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants of the same class as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided , however , that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further , however , that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants or Warrant Shares must also bear a restrictive legend. | procedure for surrender of warrants | Given the provision, provide with the correct label for the given provision |
The obligations of the Company under this Section 4.1 shall be in addition to any liability that the Company may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 4.1 shall be in addition to any liability that such Indemnified Person may otherwise have to the Company. | indemnification by the company | Given the provision, provide with the correct label for the given provision |
Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. | liability of escrow agent | Given the provision, provide with the correct label for the given provision |
Except with respect to the Properties and the use thereof (which is subject to Section 4.4.4 ), Borrower shall do all things necessary to preserve, renew and keep in full force and effect its rights, licenses and permits and to comply with all Legal Requirements applicable to it, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. | compliance with legal requirements | Given the provision, provide with the correct label for the given provision |
Borrower shall not modify any Approved Budget without Lender’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. | annual budgets | Given the provision, provide with the correct label for the given provision |
All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, JPMorgan Chase Bank, National Association, Barclays Bank PLC, Goldman Sachs Mortgage Company, Morgan Stanley Bank, N.A. | publicity | Given the provision, provide with the correct label for the given provision |
The accounting firm that has expressed its opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission or incorporated by reference as a part of the Registration Statement and included in the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act. | independent accountants | Given the provision, provide with the correct label for the given provision |
Permit Liquidity at any time to be less than the greater of (i) Ten Million and No/100 Dollars ($10,000,000.00) and (ii) 5.0% of the Guarantor’s Recourse Indebtedness. | minimum liquidity | Given the provision, provide with the correct label for the given provision |
The Members hereby agree to continue the Company as a limited liability company under and pursuant to the terms of the Act and agree that the rights, duties and liabilities of the Members shall be as provided in the Act, except as otherwise provided in this Agreement. | continuations | Given the provision, provide with the correct label for the given provision |
If any condition precedent to Seller’s obligation to effect the Closing (as set forth in Section 10.10) is not satisfied, then Seller shall be entitled to terminate this Agreement by written notice thereof to Purchaser and Title Company by no later than the Closing Date. | failure of conditions | Given the provision, provide with the correct label for the given provision |
If an Issuing Bank shall make any L/C Disbursement, then, unless the Borrower shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if such L/C Disbursement is not reimbursed by the Borrower when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. | interim interest | 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. | indemnification by the lenders | Given the provision, provide with the correct label for the given provision |
If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Tax applicable to additional sums payable under this Section 2.20 ) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Tax been made. | payments free of taxes | Given the provision, provide with the correct label for the given provision |
The Annual Bonus shall be based upon the achievement of Company and/or individual performance metrics as established by the Board. | bonus | Given the provision, provide with the correct label for the given provision |
Additional discovery may be had only where the arbitrator selected pursuant to this Agreement so orders, upon a showing of need. | arbitration of claims | Given the provision, provide with the correct label for the given provision |
Upon request by the Borrowers or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrowers or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01 , the Borrowers shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Parent, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrowers or the Administrative Agent, as the case may be. | evidence of payments | Given the provision, provide with the correct label for the given provision |
Except as otherwise expressly provided herein and except with respect to principal of and interest on CAD Term Loans , all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. | general | Given the provision, provide with the correct label for the given provision |
The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. | tax advisors | Given the provision, provide with the correct label for the given provision |
Unless and until the RSUs vest in the manner set forth in Sections 3 or 4, Participant will have no right to payment with respect to such RSUs. | company’s obligation to pay | Given the provision, provide with the correct label for the given provision |
You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and the Agreement. | language consent | Given the provision, provide with the correct label for the given provision |
The Servicer will maintain each Receivable File in the United States (it being understood that the Receivable Files, or any part thereof, may be maintained at the offices of any Person to whom the Servicer has delegated responsibilities in accordance with Section 6.5 ). | maintenance of and access to records | Given the provision, provide with the correct label for the given provision |
Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be given as provided in the Note. | notices | Given the provision, provide with the correct label for the given provision |
All notices to be delivered pursuant to this Work Letter shall be delivered in the manner set forth in Article 26 of the Lease. | time of the essence | Given the provision, provide with the correct label for the given provision |
If the Shares will continue to be readily tradable on an established securities market or exchange following a Change in Control, and if a pro rata portion of any of the performance goals set forth on Appendix A have been satisfied with respect to any of the outstanding Performance Share Units granted hereunder as of the effective date of such Change in Control, as determined by the Board in its sole discretion, then a corresponding pro rata portion of such Performance Share Units shall become free of rest rictions as of such Change in Control. | change in control | Given the provision, provide with the correct label for the given provision |
Any shares issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares. | shares subject to the plan | Given the provision, provide with the correct label for the given provision |