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The Purchaser understands that the Common Stock have not been, and will not be, registered under the Securities Act, and are being sold in reliance upon a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. | restricted securities | Given the provision, provide with the correct label for the given provision |
On the Effective Date, each of the letters of credit listed on Schedule 2.05 shall be deemed to have been issued as Letters of Credit under this Agreement by the Issuing Bank specified for such Letter of Credit on Schedule 2.05 , without payment of any fees otherwise due upon the issuance of a Letter of Credit, and such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation, to the extent of such Lender’s Applicable Percentage, in such Letter of Credit. | outstanding letters of credit | Given the provision, provide with the correct label for the given provision |
Company agrees to compensate Executive, and Executive agrees to accept as compensation in full, a base salary, less applicable state and federal withholdings, paid according to the Company's standard payroll practices. | compensation | Given the provision, provide with the correct label for the given provision |
The Director authorizes any Affiliate of the Company that has or lawfully obtains personal data relating to the Director to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent appropriate in connection with this Agreement or the administration of the Plan. | authorization to share personal data | Given the provision, provide with the correct label for the given provision |
Each of the Buyer Parties hereby waives its rights under the Texas Deceptive Trade Practices - Consumer Protection Act, Section 17.41 et seq., Business and Commerce Code, a law that gives consumers special rights and protections, and any similar law in any other state to the extent such Act or similar law would otherwise apply. | waiver of consumer rights | Given the provision, provide with the correct label for the given provision |
The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies. | notice to insurers | Given the provision, provide with the correct label for the given provision |
In the event of any litigation between Tenant and Landlord to enforce any provision of this Lease or any right of either party hereto, the unsuccessful party to such litigation shall pay to the successful party all costs and expenses, including reasonable attorney’s fees, incurred therein. | enforcements | Given the provision, provide with the correct label for the given provision |
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. | notices | Given the provision, provide with the correct label for the given provision |
If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% (the “ Prepayment Premium ”) multiplied by the then Outstanding Balance of this Note (the “ Optional Prepayment Amount ”). | prepayments | Given the provision, provide with the correct label for the given provision |
Except as provided in the last sentence of this Section 3(b), the Stockholder agrees not to, and to cause any record holder of any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any Person, other than the exchange of the Subject Shares for Merger Consideration in accordance with the Merger Agreement, or (ii) grant any proxies, or deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement. | no transfers | Given the provision, provide with the correct label for the given provision |
To the extent permitted by applicable law, the Parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect. | severability | Given the provision, provide with the correct label for the given provision |
On and after the Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. | amended terms | Given the provision, provide with the correct label for the given provision |
Except as and to the extent disclosed in the Filed SEC Documents, the Companies have not had any liabilities or obligations of any nature, whether or not accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and whether or not required to be disclosed, reserved against or otherwise provided for which is required by GAAP to be set forth on a consolidated balance sheet of Seller and its consolidated Subsidiaries or in the notes thereto, other than liabilities or obligations (i) in the amounts reflected on or reserved against in Seller’s consolidated balance sheet as of September 30, 2018 including in Seller’s financial statements or (ii) that are incurred in the ordinary course of business since September 30, 2018. | no undisclosed liabilities | Given the provision, provide with the correct label for the given provision |
In this regard, it is acknowledged that the employee's employment is specifically understood to "involve commerce" and that the FAA governs and applies in those circumstances. | arbitration | Given the provision, provide with the correct label for the given provision |
Guarantor is an affiliate of Borrower, is a general contractor referring telecom services work to Borrower as Guarantor’s subcontractor, and Guarantor has an interest, financial and otherwise, in Borrower. | status | Given the provision, provide with the correct label for the given provision |
This Agreement constitutes the entire agreement and understanding of the Parties with respect to the transactions contemplated by this Agreement. | entire agreements | Given the provision, provide with the correct label for the given provision |
Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9 , Parent shall not, nor shall it permit any Restricted Subsidiary to, convey, sell, lease, license, assign, transfer, or otherwise dispose of any of its or their assets. | disposal of assets | Given the provision, provide with the correct label for the given provision |
Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph. | notices | Given the provision, provide with the correct label for the given provision |
The Company shall reimburse the Purchasers for their reasonable and documented out-of-pocket fees and expenses, including the fees and expenses of attorneys, accountants and consultants employed by the Purchasers, incurred in connection with the proposed investment in the Securities, the negotiation of the Transaction Agreements or the consummation of the transactions contemplated thereby, subject to a maximum reimbursement, in the aggregate, of $2,000,000 by the Company. | expenses | Given the provision, provide with the correct label for the given provision |
The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Investor Rights Agreement and (B) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (ii) to the extent such disclosure is required by law, request of the Commission or Trading Market regulations, in which case the Company shall provide Purchasers with a reasonable opportunity to comment on such disclosure in advance. | publicity | Given the provision, provide with the correct label for the given provision |
Any such allocation or delegation may be revoked by the Committee at any time. | committee actions | Given the provision, provide with the correct label for the given provision |
No fractional shares of Warrant Stock will be issued in connection with any exercise hereof, but in lieu of such fractional shares, the Issuer shall round the number of shares to be issued upon exercise up to the nearest whole number of shares. | fractional shares | Given the provision, provide with the correct label for the given provision |
Simon agrees that all Work Product and other material delivered or conceived in connection with the Services or that otherwise uses Confidential Information (as defined in Section 12 below) shall be the exclusive property of the Company. | work products | Given the provision, provide with the correct label for the given provision |
At the Closing (as defined below), the Company will sell to Investor, and Investor will purchase from the Company, upon the terms and subject to the conditions hereinafter set forth, the Shares and the Warrant for the aggregate purchase price set forth on the Investor’s signature page hereto. | agreement to sell | Given the provision, provide with the correct label for the given provision |
Buyer has or, subject to Section 7.02(d) will have at the time of Closing, sufficient cash on hand or other sources of immediately available funds to enable it to make the Down Payment and consummate the Contemplated Transactions. | sufficiency of funds | Given the provision, provide with the correct label for the given provision |
The Company agrees that on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a “ Filing Date ”), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through Cowen, the Net Proceeds to the Company and the compensation payable by the Company to Cowen with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. | required filings relating to placement of placement shares | Given the provision, provide with the correct label for the given provision |
To the extent that the Company reduces the indemnity rights provided for under its articles of incorporation and/or bylaws after the Effective Date, the Company’s indemnity obligations hereunder shall be unaffected to the extent permitted by applicable law. | indemnifications | Given the provision, provide with the correct label for the given provision |
The effectiveness of this Loan and Security Modification Agreement is conditioned upon payment of the Modification Fee. | conditions | Given the provision, provide with the correct label for the given provision |
All disputes arising out of or related in any manner to the Operative Documents shall be resolved exclusively by arbitration to be conducted only in the county and state of Dallas, Texas in accordance with the rules of the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration (" CPR ") applying the laws of Delaware and by a sole arbitrator. | mandatory arbitration | Given the provision, provide with the correct label for the given provision |
The failure of any Lender to make any Loan or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 11.04(c) . | obligations of lenders several | Given the provision, provide with the correct label for the given provision |
At its expense, the Company will furnish such number of prospectuses and other documents incident thereto as the Holders or underwriters from time to time may reasonably request. | registration procedures | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, if Executive takes a leave of absence for purposes of military leave, sick leave or other bona fide leave of absence, the Executive will not be deemed to have incurred a Termination of Employment for the first six months of the leave of absence, or if longer, for so long as the Executive’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to twenty-nine months without causing a Termination of Employment. | termination of employment | Given the provision, provide with the correct label for the given provision |
Each Party acknowledges that none of its Affiliates or any of their respective Representatives will acquire any right, title or interest (including any license rights or rights of use) in any intellectual property (including software) of the other Party or its Affiliates, Representatives or licensors, and the licenses therefor that are owned by such Party or its Affiliates, Representatives or licensors, by reason of the provision or receipt, as applicable, of the Services provided under this Agreement. | intellectual property | Given the provision, provide with the correct label for the given provision |
The Executive irrevocably and unconditionally (1) agrees that any legal proceeding arising out of this Agreement shall be brought solely in the United States District Court for Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in general jurisdiction in Philadelphia County, Pennsylvania, (2) consents to the exclusive jurisdiction of such court in any such proceeding, and (3) waives any objection to the laying of venue of any such proceeding in any such court. | legal actions | Given the provision, provide with the correct label for the given provision |
Retirement shall be considered to commence on the day immediately following: (i) a Participant’s last day of employment, or (ii) the last day of an Authorized Leave of Absence, if later. | retirement dates | Given the provision, provide with the correct label for the given provision |
(a) (1) The Participant’s vested percentage in Matching Contributions elected in Section 1.05(b) shall be based upon the following schedule and unless Section 1.08(a)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b). | vesting schedules | Given the provision, provide with the correct label for the given provision |
Employee represents and acknowledges that in executing this Agreement Employee does not rely and has not relied on any representation or statement by any of the Company Releasees or by any of the Releasees’ agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement. | no representations | Given the provision, provide with the correct label for the given provision |
The Johnson Controls International plc Senior Executive Deferred Compensation Plan (the “Plan”) permits certain employees of the Company and its Affiliates to defer certain compensation (including shares deliverable under equity plans) or programs maintained by the Company or an Affiliate with respect to periods on and after the Effective Date. | purposes | Given the provision, provide with the correct label for the given provision |
Lessee shall insert in each sublease permitted under Section 20.1 provisions to the effect that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease and to the rights of Lessor hereunder, (b) if this Lease terminates before the expiration of such sublease, the sublessee thereunder will, at Lessor’s option, attorn to Lessor and waive any right the sublessee may have to terminate the sublease or to surrender possession thereunder as a result of the termination of this Lease, and (c) if the sublessee receives a Notice from Lessor or Lessor’s assignees, if any, stating that an uncured Event of Default exists under this Lease, the sublessee shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such Notice, or as such party may direct. | attornment | Given the provision, provide with the correct label for the given provision |
Buyer shall deliver the Initial Deposit to Escrow Agent by bank wire transfer no later than 12:00 PM EST on November 21, 2018. | initial deposits | Given the provision, provide with the correct label for the given provision |
Except to the extent required by the Delaware Act, no Member or any officer, director, manager, or partner of such Member, solely by reason of being a Member or by reason of such Person’s relationship with the Member, shall be liable for the debts, obligations or liabilities of the Company, including under a judgment, decree or order of a court. | liability to third parties | Given the provision, provide with the correct label for the given provision |
Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent and its counsel, a duly executed copy of this Agreement and the other Loan Documents, together with such additional documents, instruments, opinions and certificates as Administrative Agent and its counsel shall require in connection therewith from time to time, all in form and substance satisfactory to Administrative Agent and its counsel. | documentation | Given the provision, provide with the correct label for the given provision |
So long as any Purchaser owns any Securities, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, (i) no less than the number of shares of Common Stock issuable upon conversion of all then-outstanding Preferred Shares and (ii) no less than 200% of the sum of the number of Preferred Shares issued at the Initial Closing and the Additional Closing, if any. | reservation of shares | Given the provision, provide with the correct label for the given provision |
Each of the Trustee and the Note Administrator shall be entitled to the same rights, protections, immunities and indemnities afforded to each herein in connection with any matter contained in such documents. | other documents | Given the provision, provide with the correct label for the given provision |
All payments made by Buyer pursuant to this Agreement shall be made in United States dollars. | currency | Given the provision, provide with the correct label for the given provision |
Each Party shall keep, and shall procure that all its Affiliates keep, true and accurate records and books containing all data necessary in order to be able to validate its compliance with its obligations pursuant to this Agreement, any report provided by it to the other Party pursuant to this Agreement and/or the calculation of any payments made pursuant to this Agreement. | records | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, the Parties agree that the non-competition period provided in Section 7(a) of the Employment Agreement shall be reduced from two (2) years to one (1) year following the Separation Date. | entire agreements | Given the provision, provide with the correct label for the given provision |
If any adjustment would result in a fractional security being subject to the Award, the Company shall pay the Holder in connection with the first settlement, in whole or part, occurring after such adjustment, an amount in cash determined by multiplying (i) such fraction (rounded to the nearest hundredth) by (ii) the Fair Market Value of such security on the settlement date as determined by the Committee. | adjustments | Given the provision, provide with the correct label for the given provision |
Mr. Morris agrees that he will not take any action intentionally in violation of United States laws or other laws applicable to his employment, including, but not limited to the Securities Exchange Act of 1934. | compliance | Given the provision, provide with the correct label for the given provision |
Schedule 4.20 sets forth, as of the date of this Agreement, a true and complete list of all Hedge Contracts of the Borrower and each Restricted Subsidiary, 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. | hedging agreements | Given the provision, provide with the correct label for the given provision |
No approval, consent of, notice to, filing with or permits, licenses, qualifications or other action by any Official Body having jurisdiction over it or its properties is required or necessary (i) for the conduct of the Seller’s business as currently conducted, for the ownership, use, operation or maintenance of its properties and for the due execution, delivery and performance by the Seller of this Agreement or any of the other Transaction Documents to which it is a party, (ii) for the perfection of or the exercise by each of the Purchaser and the Facility Agent of any of its rights or remedies under the Loan Agreement or hereunder, or (iii) to ensure the legality, validity, or enforceability of this Agreement in any jurisdiction in which the Seller does business, in each case other than (A) consents, notices, filings and other actions which have been obtained or made (or which will be obtained or made substantially contemporaneously with the Effective Date or, in the case of financing statements, as provided in Section 2.1(d) ) and continuation statements and renewals in respect thereof or (B) where the lack of such consent, notice, filing or other action would not have a material adverse effect on its ability to perform its obligations hereunder and under the Transaction Documents to which it is a party. | governmental authorizations | Given the provision, provide with the correct label for the given provision |
The Administrative Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. | remedies | Given the provision, provide with the correct label for the given provision |
The Company will use its best efforts to become current in all delinquent filings with the SEC, including XBRL data and posting all required filings and XBRL data on its website, within 120 days from the Effective Date of this Agreement. | sec filings | Given the provision, provide with the correct label for the given provision |
All references made in this Agreement to “Section” refer to such Section of this Agreement, unless expressly stated otherwise. | headings | Given the provision, provide with the correct label for the given provision |
Tenant’s liability insurance policy or policies shall: (i) include premises and operations liability coverage, products and completed operations liability coverage, broad form property damage coverage including completed operations, blanket contractual liability coverage including, to the maximum extent possible, coverage for the indemnification obligations of Tenant under this Lease, and personal and advertising injury coverage; (ii) provide that the insurance company has the duty to defend all named and additional insureds under the policy; (iii) provide that defense costs are paid in addition to and do not deplete any of the policy limits; (iv) cover liabilities arising out of or incurred in connection with Tenant’s use or occupancy of the Premises or the Project; (v) extend coverage to cover liability for the actions of Tenant’s Representatives and Visitors; and (vi) either designate separate limits for the Project acceptable to Landlord, or provide that the entire insured limits are available for occurrences relating to the Project. | liability insurance | Given the provision, provide with the correct label for the given provision |
Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel to such Purchaser Party, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. | indemnification of purchasers | Given the provision, provide with the correct label for the given provision |
Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. | information | Given the provision, provide with the correct label for the given provision |
Permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Company to be less than 3.00 to 1.0. | consolidated interest coverage ratio | Given the provision, provide with the correct label for the given provision |
Set forth on Schedule 5.19(b) is a complete and accurate list of all Loan Parties as of the Closing Date, showing as of the Closing Date (as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number, (ix) the organization identification number, (x) ownership information (e.g. | loan parties | Given the provision, provide with the correct label for the given provision |
Reg. | taxes | Given the provision, provide with the correct label for the given provision |
Except as specifically set forth in this Amendment, the terms of the Debenture remain in full force and effect. | no other changes | Given the provision, provide with the correct label for the given provision |
The execution, delivery and performance of this Agreement by the Purchaser, and the consummation of the transactions contemplated hereby do not and will not (i) result in any violation of the provisions of the charter or by-laws or similar constitutive or organizational documents of the Purchaser or (ii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (i) and (ii), as would not, individually or in the aggregate, reasonably be expected to materially delay or hinder the ability of the Purchaser to perform its obligations under this Agreement (a “ Purchaser Adverse Effect ”). | no conflicts | Given the provision, provide with the correct label for the given provision |
Additional Funds may be obtained by the Partnership, at the election of the General Partner, in any manner provided in, and in accordance with, the terms of this Section 4.3 without the approval of any Limited Partners. | general | Given the provision, provide with the correct label for the given provision |
All Options granted under the Plan prior to the consummation of a Public Offering are intended to be exempt from registration under the Securities Act of 1933 by virtue of Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D and/or Rule 701 promulgated thereunder by the Securities and Exchange Commission (“ Exempt ”); in the event that any provision of the Plan would cause any such option granted under the Plan to not be Exempt, the Plan shall be deemed automatically amended to the extent necessary to cause all Options granted under the Plan to be Exempt. | purpose of plan | Given the provision, provide with the correct label for the given provision |
DOMINOS PIZZA, and SCOTT BOYLE, individually 3917 MIDLANDS ROAD STE. A | lose | Please read the following class action and provide the verdict of the class action either win or lose |
Notwithstanding Section 1.3 of this Agreement, in the event of a Change of Control, as that term is defined in the Plan, occurring prior to the date all outstanding Restricted Units granted hereunder have vested in accordance with Section 1.3 above, all then-outstanding unvested Restricted Units granted pursuant to this Agreement shall become immediately vested and nonforfeitable and the Company or the Partnership shall deliver the Units (or the amount of cash equal to the fair market value of such common units as of the date of such event) to the Participant as soon as practicable thereafter, but in no events later than March 15 of the calendar year following the calendar year in which the Change of Control occurs. | change of control | Given the provision, provide with the correct label for the given provision |
Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to such Shares, including, without limitation, the right to receipt of dividends and distributions on such Shares. | rights as stockholders | Given the provision, provide with the correct label for the given provision |
The Corporation shall pay all of the reasonable fees, if any, and expenses of the arbitrator and the arbitration, unless otherwise determined by the arbitrator. | arbitrators | Given the provision, provide with the correct label for the given provision |
This Agreement is not intended to and does not constitute, create, or otherwise give rise to a joint venture, partnership or other type of business association or organization of any kind by or between the Company and the Consultant. | independent contractors | Given the provision, provide with the correct label for the given provision |
The ABL Agent represents and warrants to the Term Agent that it has the requisite power and authority under the ABL Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the ABL Credit Parties and that this Agreement shall be binding obligations of the ABL Agent and the ABL Credit Parties, enforceable against the ABL Agent and the ABL Credit Parties in accordance with its terms. | representations | Given the provision, provide with the correct label for the given provision |
Any Party can waive a provision, condition or covenant contained in this Agreement, which is included herein for the benefit of the Party making such waiver. | waivers | Given the provision, provide with the correct label for the given provision |
The Filing Party shall consult with the Non-Filing Party concerning the response of the Filing Party to each such communication, unless such filing is not relevant to the Non-Filing Party’s Regulatory Obligations. | cooperation | Given the provision, provide with the correct label for the given provision |
If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U‑1, as applicable, referred to in Regulation U. | federal regulations | Given the provision, provide with the correct label for the given provision |
By this section, and by the applicable portions of Section 12 , Landlord and Tenant intend that the risk of loss or damages as described shall be borne by responsible insurance carriers to the extent provided. | insurances | Given the provision, provide with the correct label for the given provision |
The rights under this Agreement shall be automatically assignable by the Note Holders to any permitted transferee of all or any portion of such Note Holder’s Registrable Securities if: (i) such Note Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within five (5) Business Days after such assignment; (ii) the Company is, within five (5) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Stock Grant Agreement. | assignment of registration rights | Given the provision, provide with the correct label for the given provision |
Accordingly, if you violate or threaten to violate this Agreement, then, in addition to any other rights or remedies that the Company may have in law or in equity, the Company shall be entitled, without the posting of a bond or other security, to obtain an injunction to stop or prevent such violation, including but not limited to obtaining a temporary or preliminary injunction from a Delaware court pursuant to Section 1(a) of the Mutual Arbitration Agreement and Section 14 of this Agreement. | additional remedies | Given the provision, provide with the correct label for the given provision |
Except as disclosed in the Registration Statement or the SEC Documents, the Company has made or filed all federal and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply, and except as would not reasonably be expected to have a Material Adverse Effect. | tax status | Given the provision, provide with the correct label for the given provision |
This Agreement is a contract made under, and shall be governed by and construed in accordance with, the law of the State of Nevada applicable to contracts made and to be performed entirely within such State and without giving effect to choice of law principles of such State. | governing laws | Given the provision, provide with the correct label for the given provision |
No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business; (b) no Event of Default exists or would result therefrom; (c) the DIP Lender is promptly notified if the aggregate value of all Inventory returned in a particular calendar month exceeds $150,000; and (d) any payment received by a Borrower for a return is promptly remitted to the Prepetition First Lien Agent, until Payment in Full of Prepetition First Lien Debt, for use and/or application in accordance with the Cash Collateral Orders. | returns of inventory | Given the provision, provide with the correct label for the given provision |
The Guarantor hereby guarantees that payments by it hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the Payment Office specified in the Credit Agreement. | payments | Given the provision, provide with the correct label for the given provision |
Borrower hereby grants to Agent, for the benefit of Secured Parties and as security for the Obligations, a security interest in all Cash Collateral held from time to time and all proceeds thereof, whether held in a Cash Collateral Account or otherwise. | cash collateral | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything to the contrary contained herein, no investigation by or knowledge or Buyer or any of its representatives or Affiliates shall in any way limit or otherwise affect the indemnity obligations of the Company and May under this Article IX (it being understood that the disclosures contained in the Schedules shall be considered in determining the existence of a misrepresentation or breach by the Company hereunder). | no limitations | Given the provision, provide with the correct label for the given provision |
Lenders . | required | Given the provision, provide with the correct label for the given provision |
Notwithstanding the provisions of Section 9 above, Subtenant accepts this Sublease subject and subordinate to any mortgage, deed of trust or ground lease now or hereafter placed on the Premises or the Building, or any portion thereof, and to replacements, renewals and extensions thereof. | subordinations | Given the provision, provide with the correct label for the given provision |
If any Recipient determines, in its reasonable discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01 , it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all reasonable, documented out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. | treatment of certain refunds | Given the provision, provide with the correct label for the given provision |
The Company has no and is not bound by any oral Contracts. | contracts | Given the provision, provide with the correct label for the given provision |
Each of the parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and state courts located in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York for the purpose of any action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. | governing laws | Given the provision, provide with the correct label for the given provision |
The Company shall use its reasonable best efforts to maintain the Common Stock’s listing on the Principal Market. | listings | Given the provision, provide with the correct label for the given provision |
None of Holdings, the Borrower or the Subsidiaries is required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended. | investment company acts | Given the provision, provide with the correct label for the given provision |
Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, without any requirement to obtain the Borrower’s written consent or approval. | participations | Given the provision, provide with the correct label for the given provision |
Without limiting the generality of the foregoing, the interior finish and other tenant improvements shown in such plan for the Original Premises and the Phase III Premises shall constitute Landlord’s Work, subject to any further iteration of such improvements and finishes set forth in the Approved Plans derived from such Exhibit. | exhibit b | Given the provision, provide with the correct label for the given provision |
The Lenders, the Agent and the Lender Hedge Providers may, at any time and from time to time, without the consent of, or notice to, Guarantor, and without discharging Guarantor from its obligations hereunder, take any and all actions described in Section 3 and may otherwise: (a) amend, modify, alter or supplement the terms of any of the Guarantied Obligations, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement the Term Loan Agreement or any other Loan Document or the Interest Rate Hedge; provided, however, that no such amendments can require Guarantor to modify the nature of the springing guaranty provided hereunder without the approval of Guarantor; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral securing any of the Obligations or the Hedge Obligations; (d) release any other Loan Party or other Person liable in any manner for the payment or collection of the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights against the Borrower, any other Loan Party or any other Person; and (f) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Lenders shall elect. | action with respect to guarantied obligations | Given the provision, provide with the correct label for the given provision |
Except for the transactions contemplated by this Agreement, to the knowledge of the Company, no event or circumstance has occurred, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed and which, individually or in the aggregate, would have a Material Adverse Effect. | no undisclosed events or circumstances | Given the provision, provide with the correct label for the given provision |
The Lead Borrower hereby accepts such appointment. | canadian borrowers | Given the provision, provide with the correct label for the given provision |
Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. | severability | Given the provision, provide with the correct label for the given provision |
If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this compensation program, and this compensation program shall be construed and enforced as if such illegal and invalid provision had never been set forth in this compensation program. | severability | Given the provision, provide with the correct label for the given provision |
At the Closing, in consideration (the “ Total Consideration ”) for the contribution of the Subject Interests, the Partnership shall: (a) issue to the General Partner the New GP Interests, (b) pay to CONE Gathering (or its designee(s)) an amount of cash equal to the Cash Consideration, a portion of which, to the maximum extent possible, is to reimburse CONE Gathering for certain capital expenditures incurred by CONE Gathering within the meaning of Treasury Regulation Section 1.707-4(d), and (c) issue to CONE Gathering (or its designee(s)) a number of Common Units equal to 5,288,933 less the number of New GP Interests (the “ New Common Units ”). | considerations | Given the provision, provide with the correct label for the given provision |
This Agreement may be executed in any number of counterparts with the same effect as if both of the signatory parties had signed the same document. | counterparts | Given the provision, provide with the correct label for the given provision |
No consideration shall be paid by the Corporation with respect to such transfer. | effect of termination of employment or services | Given the provision, provide with the correct label for the given provision |
The Company agrees not to make any disparaging, derogatory or negative statement or communication, oral or written, about Executive; provided, however , that such restriction shall not prohibit truthful testimony compelled by valid legal process. | non-disparagement | Given the provision, provide with the correct label for the given provision |