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E-mail and voice mail shall not be effective notices under the Loan Documents. | communications | Given the provision, provide with the correct label for the given provision |
The Company has good title and an absolute and exclusive right to use the Trade Secrets. | trade secrets | Given the provision, provide with the correct label for the given provision |
Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 2.15(e) in accordance with their respective Revolving Credit Commitment Percentages. | letter of credit commissions | Given the provision, provide with the correct label for the given provision |
A withdrawal, whether from an After-Tax Account or Before-Tax Account, shall be made as of the Valuation Date which follows by at least ten days from the Employer’s receipt of the written notice. | general procedures | Given the provision, provide with the correct label for the given provision |
The Parties acknowledge and agree that this Agreement is a “joint research agreement” as defined in the CREATE Act. | create act | Given the provision, provide with the correct label for the given provision |
The Annual Bonus will be paid within thirty (30) days prior to the filing of the Company’s Form 10-K for the applicable calendar year. | annual bonus | Given the provision, provide with the correct label for the given provision |
This Award, the Plan, country specific addendums and the rules and procedures adopted by the Board contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. | entire agreements | Given the provision, provide with the correct label for the given provision |
The Administrator is a "named fiduciary" for purposes of ERISA Section 402(a)(1) and has the powers and responsibilities with respect to the management and operation of the Plan described herein. | named fiduciary | Given the provision, provide with the correct label for the given provision |
Landlord shall provide notice to Tenant inviting Tenant to review Landlord’s Work due by the Possession Date. | punch list | Given the provision, provide with the correct label for the given provision |
Buyer has not incurred any Liability for any brokerage, finder’s or other fee or commission, in connection with the Transactions (other than such fees or commissions for which Buyer is solely responsible). | broker’s fees | Given the provision, provide with the correct label for the given provision |
34 shall survive the expiration or earlier termination of this Lease, and shall remain effective until all of Tenant's obligations under this Section 29. | survival | Given the provision, provide with the correct label for the given provision |
Borrower hereby consents to the jurisdiction of any state or federal court located within the County of Tulsa, State of Oklahoma and irrevocably agrees that, subject to Lender’s election, all actions or proceedings arising out of or relating to the foregoing described documents and matters shall be litigated in such courts. | governing laws | Given the provision, provide with the correct label for the given provision |
The right to receive a benefit under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or the Participant's beneficiaries. | nonalienation | Given the provision, provide with the correct label for the given provision |
Each of the fees described herein and in the Fee Letters shall be nonrefundable when paid except as expressly set forth therein. | fees | Given the provision, provide with the correct label for the given provision |
The Purchaser is able to bear the economic risk of such investment for an indefinite period of time, including the risk of a complete loss of the Purchaser’s investment in such securities. | speculative investment | Given the provision, provide with the correct label for the given provision |
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. | entire agreements | Given the provision, provide with the correct label for the given provision |
If a Change in Control occurs during the initial or any extended term of this Agreement, the term of this Agreement will continue for a period of not less than 24 months beyond the month in which the Change in Control occurred. | term of agreement | Given the provision, provide with the correct label for the given provision |
If any Maturity Date is extended in accordance with this Section 2.17 , (i) upon such Extension Effective Date, Schedule 2.01 hereof shall be amended and restated to set forth all Lenders (including any Additional Lenders) and their respective Commitments and Maturity Dates after giving effect to such extensions, (ii) all calculations and payments of interest on the Loans shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time, and (iii) immediately prior to the occurrence of (A) the original Maturity Date and (B) any extended Maturity Date (other than the latest Maturity Date that is not then being extended), the participation interest in L/C Obligations and Swing Line Loans of each Lender whose Commitment terminates on such Maturity Date (a “ Terminating Lender ”) shall be automatically reallocated (effective on such Maturity Date) among the Lenders whose Commitments do not terminate on such Maturity Date (each a “ Remaining Lender ”) in accordance with their Applicable Percentages (calculated without regard to such Terminating Lenders’ Commitment) but only to the extent that (x) the conditions set forth in Sections 4.02(a) and 4.02(b) are satisfied at the time of such reallocation (and, unless the Borrowers have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Remaining Lender to exceed such Remaining Lender’s Commitment. | general | Given the provision, provide with the correct label for the given provision |
The Transactions will not violate any applicable Sanctions. | sanctions | Given the provision, provide with the correct label for the given provision |
Eagle’s SOPs will govern the submission and re-submission of Promotional Materials to the FDA and Eagle shall be responsible for submitting all Promotional Materials to the FDA in accordance with applicable FDA requirements. | submissions | Given the provision, provide with the correct label for the given provision |
The Company hereby represents and warrants that there have been reserved, and the Company shall during the period the Note is outstanding at all applicable times keep reserved, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the conversion of this Note in full. | authorized shares | Given the provision, provide with the correct label for the given provision |
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. | reliance by administrative agents | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall ( a ) with respect to all Security Collateral constituting ABL Priority Collateral ( x ) prior to the Discharge of ABL Obligations, be subject and subordinate to the Liens granted to the ABL Agent for the benefit of the ABL Secured Parties to secure the ABL Obligations pursuant to the ABL Collateral Agreement and ( y ) prior to the Discharge of Additional ABL Obligations, be subject and subordinate to the Liens granted to any Additional ABL Agent for the benefit of the holders of the Additional ABL Obligations to secure the Additional ABL Obligations pursuant to any Additional ABL Collateral Documents as and to the extent provided for therein, and ( b ) with respect to all Security Collateral, prior to the Discharge of Additional Cash Flow Obligations, be pari passu and equal in priority to the Liens granted to any Additional Cash Flow Agent for the benefit of the holders of the applicable Additional Cash Flow Obligations to secure such Additional Cash Flow Obligations pursuant to the applicable Additional Cash Flow Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional Cash Flow Agent, on behalf of itself and the Additional Cash Flow Secured Parties represented thereby). | intercreditor relations | Given the provision, provide with the correct label for the given provision |
Such adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments under this section), and shall be made whenever such Equity Securities are issued. | subsequent equity sales | Given the provision, provide with the correct label for the given provision |
Each Funding Agent shall not be required to take any action that exposes such Funding Agent to personal liability or that is contrary to this Agreement or any Requirement of Law. | authorizations | Given the provision, provide with the correct label for the given provision |
Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender shall give notice to Borrower Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17 (other than clauses (c) , (d) and (e) thereof), 2.18 or 2.19 (such Lender, an “ Increased-Cost Lender ”), (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after Borrower Representative’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender and such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days after Borrower Representative’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Sections 10.05(b) or 10.05(c) , the consent of Requisite Lenders (or, in the case of any proposed amendment, modification, termination waiver or consent involving all of a directly and adversely affected Class of Lenders, the Requisite Class Lenders of such affected Class) shall have been obtained but the consent of one or more of such other Lenders (each a “ Non-Consenting Lender ”) whose consent is required shall not have been obtained; then, in any case, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “ Terminated Lender ”), Borrower Representative may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitments (in respect of any applicable Facility only in the case of clause (a) or, with respect to a vote of directly and adversely affected Lenders (the “ Affected Class ”), clause (c) ), if any, in full to one or more Eligible Assignees (each a “ Replacement Lender ”) in accordance with the provisions of Section 10.06 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided , (1) on the date of such assignment, the Borrowers or the Replacement Lender shall pay to the Terminated Lender or such Issuing Bank in immediately available funds an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans or L/C Obligations of such Terminated Lender or such Issuing Bank and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10 ; (2) on the date of such assignment, Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.10(f ), 2.18 and/or 2.19 , but excluding any Repricing Premium (other than, with respect to any Lender that is replaced under clause (c) above, if the amendment, modification, termination, waiver or consent to which such Lender failed to consent had, would have had, or would have the effect of triggering a Repricing Transaction, in which case the Repricing Premium shall be included); (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; (4) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time when it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Bank (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to each such outstanding Letter of Credit; (5) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction; (6) the Borrower Representative shall have received the prior written consent of Administrative Agent (and, if a Revolving Commitment is being assigned, of the Swing Line Lender and the Issuing Banks), which consent(s) shall not unreasonably be withheld, delayed or conditioned; (7) in the case of any such assignment resulting from a claim for compensation under Section 2.18 or payments required to be made pursuant to Section 2.19 , such assignment will result in a reduction in such compensation or payments thereafter and (8) the Lender that acts as Administrative Agent cannot be replaced in its capacity as Administrative Agent other than in accordance with Section 9.06 . | removal or replacement of a lender | Given the provision, provide with the correct label for the given provision |
In the event any provision of this Plan shall be held illegal or invalid, or would serve to invalidate this Plan, that provision shall be deemed to be null and void, and this Plan shall be construed as if it did not contain that provision. | severability | Given the provision, provide with the correct label for the given provision |
The Corporation shall have the right to deduct from any portion of the Award hereunder paid in cash any federal, state, local or foreign taxes required by law to be withheld with respect to such payments and, with respect to any portion of the Award paid in Common Stock, to require the payment by Participant (through withholding from Participant’s salary or otherwise) of any such taxes, but the Committee may make such arrangements for the payment of such taxes as the Committee in its discretion shall determine, including payment with shares of Common Stock (including net payments of awards paid in Common Stock). | tax withholdings | Given the provision, provide with the correct label for the given provision |
The Equity Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement. | financial ability | Given the provision, provide with the correct label for the given provision |
Notwithstanding any provision of the Award Agreement, this Award of Restricted Stock Units shall be subject to any additional terms and conditions for Participant’s country set forth in the Appendix. | appendix | Given the provision, provide with the correct label for the given provision |
For all services to be rendered by the Executive during the Employment Period, the Company agrees to pay the Executive a base salary (the “Base Salary”) at an annual rate of not less than $362,500. | base salary | Given the provision, provide with the correct label for the given provision |
After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. | effect of resignation or removal | Given the provision, provide with the correct label for the given provision |
Upon prior reasonable notice and at the convenience of the Borrower, the Borrower and each Subsidiary shall permit an officer in the Correspondent Banking Department of Lender to visit, review and/or inspect any of its properties and assets at any reasonable time and to examine all books of account, records, reports, examinations and other papers (subject to applicable confidentiality requirements), to make copies therefrom at the expense of Borrower , and to discuss the affairs, finances and accounts of Borrower and each Subsidiary with their respective employees and officers at all such reasonable times and as often as may be reasonably requested. | inspections | Given the provision, provide with the correct label for the given provision |
Reg. | treatment of installment payments | Given the provision, provide with the correct label for the given provision |
Upon such determination, the finance team shall notify the Compensation Committee of such result for its certification. | general | Given the provision, provide with the correct label for the given provision |
Each such notice shall specify the date and amount of such prepayment. | voluntary prepayments of loans | Given the provision, provide with the correct label for the given provision |
NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. | submission to jurisdiction | Given the provision, provide with the correct label for the given provision |
Such Release shall not be effective until any applicable revocation period has expired. | release of claims | Given the provision, provide with the correct label for the given provision |
During the Term, Executive shall be paid a base salary (“Base Salary”) of $37,500 per month (or $450,000 on an annualized basis), subject to applicable withholdings, in accordance with the Company’s normal payroll procedures. | base salary | Given the provision, provide with the correct label for the given provision |
No provision of this Agreement may be modified or waived except in writing signed by Team Member and a duly authorized representative of the Company Group, which writing shall specifically reference this Agreement and the provision that the Company and the Team Member intend to modify or waive. | modifications | Given the provision, provide with the correct label for the given provision |
When all of the Obligations have been paid in full and the Lender Group's obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrower's sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Agent's Liens and all notices of security interests and liens previously filed by Agent. | effect of maturity | Given the provision, provide with the correct label for the given provision |
Subject to approval by the Officer Nomination and Compensation Committee of the Board, you will receive a long-term incentive grant for 2016 in the amount of $650,000. | long-term incentives | Given the provision, provide with the correct label for the given provision |
Each Pledgor shall, upon obtaining any additional shares of stock or other securities or interests required to be pledged hereunder as provided in Sections 7(b) and upon determining that any Person in which it holds any shares of stock or other securities or interests is no longer an Unpledgeable Subsidiary, promptly (and in any event on or before thirty (30) days after obtaining such securities) deliver to Secured Party a Pledge Amendment, duly executed by such Pledgor and Issuer, as applicable, in substantially the form of Exhibit A attached hereto (a “ Pledge Amendment ”), as well as all certificates and instruments representing shares of stock or other equity interests, if any, in accordance with Section 6.12(a)(iii) of the Credit Agreement, in respect of the additional Pledged Shares or Pledged Interests to be pledged pursuant to this Agreement. | pledge amendments | Given the provision, provide with the correct label for the given provision |
The Company acknowledges that the release set forth in the preceding sentence includes but is not limited to claims (x) under any other federal, state or local statute, law, rule, or regulation, (y) based on contract, tort or common law, or for damages, including punitive or compensatory damages, or for attorneys’ fees, expenses, costs, compensation of any kind, injunctive or equitable relief, and (z) under the Company’s compensatory plans and agreements, to the extent waivable under applicable laws. | general releases | Given the provision, provide with the correct label for the given provision |
Executive shall also be entitled to take paid vacation consistent with the Company’s vacation policy approved by the Board. | employee benefits | Given the provision, provide with the correct label for the given provision |
The Annual Bonus shall be apportioned between the Holding Company and the Bank in accordance with the Management Service Agreement. | annual bonus | Given the provision, provide with the correct label for the given provision |
With respect to the Change of Control Severance Benefits described in the following section, you are an eligible employee under this Policy (an “ Eligible Employee ”) if, as of immediately prior to the beginning of the Change of Control Period (as defined below) of FireEye, Inc. (the “ Company ”), (1) you are an employee at the Vice President or Senior Vice President level at grade 13 or above; and (2) you and the Company have executed a Participation Agreement (as defined below). | eligible employees | Given the provision, provide with the correct label for the given provision |
If, as a result of Executive's incapacity due to physical or mental illness, Executive shall have been unable to perform his duties hereunder on a full-time basis for a period of three consecutive months, or for 180 days in any 12-month period, with or without reasonable accommodation (a " Disability "), the Company may, on 30 days written Notice of Termination (defined in Section 8(e)), terminate Executive's employment if Executive fails to return to the performance of his duties hereunder on a full-time basis within said period. | disability | Given the provision, provide with the correct label for the given provision |
The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Designated Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. | register | Given the provision, provide with the correct label for the given provision |
The Participant shall be vested at all times in amounts credited to the Participant’s Deferral Account. | vesting of deferral accounts | Given the provision, provide with the correct label for the given provision |
Any such notice shall be deemed effective upon receipt thereof by the addressee. | notices | Given the provision, provide with the correct label for the given provision |
Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Secured Parties and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Secured Parties and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.4 . | subordination of subrogation | Given the provision, provide with the correct label for the given provision |
The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee's counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7. | defense of claims | Given the provision, provide with the correct label for the given provision |
No Loan Party shall amend, modify or waive any of its rights under its articles of association, certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such amendment, modification or waiver would be materially adverse to the Lenders. | amendment of organizational documents | Given the provision, provide with the correct label for the given provision |
The Bank shall comply with the prequalification procedures set forth on Schedule 2.1(a). | general | Given the provision, provide with the correct label for the given provision |
In addition, upon the occurrence and during the continuation of an Event of Default hereunder, all Secured Obligations, including principal, interest, compounded interest, and professional fees, shall bear interest at a rate per annum equal to the rate set forth in Section 2.1(c) plus 5% per annum. | default interests | Given the provision, provide with the correct label for the given provision |
All or any part of such Defaulting Lender’s participation in the LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 6.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the Revolving Credit Exposure of any non-Defaulting Lender to exceed such Lender’s Commitment. | reallocation of participations to reduce fronting exposure | Given the provision, provide with the correct label for the given provision |
Except when Section 5(c) applies, in addition to the amounts and benefits to be paid or provided under Section 5(a), if the Employee’s employment is terminated without Cause pursuant to Section 4(a)(iii), then the Employer will continue to make salary payments to the Employee at his then-current base salary level for 24 months following the date of termination (the “Severance Period”). | payment of severance | Given the provision, provide with the correct label for the given provision |
Prior to Closing, the parties will negotiate in good faith (x) a transition services agreement (the “ Transition Services Agreement ”) in customary form for comparable transactions reasonably acceptable to the parties thereto (a sample form is attached as Exhibit K-1 ) including the services identified on Exhibit K-2 and shall negotiate with respect to any additional services are currently provided to the Sellers by affiliates or third parties that Buyer may request during the Interim Period; provided, that all such services will be available (i) until at least [**] (at the Buyer’s option) and (ii) at a cost no greater, and on such other terms no less beneficial, than extended to the Sellers today or listed in Exhibit K-3 and (y) a distribution agreement in customary form and substance reasonably acceptable to the parties thereto and including those terms and conditions set forth in Exhibit K-4 and at no higher cost than as set forth on Exhibit K-5 . | transition services | Given the provision, provide with the correct label for the given provision |
Borrower agrees to pay to RBC and the Arrangers for their own account certain fees for services rendered or to be rendered in connection with the Loan as provided pursuant to the Agreement Regarding Fees. | fees | Given the provision, provide with the correct label for the given provision |
In connection with any Incremental Term Loans, such additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02 . | conditions to effectiveness of increase | Given the provision, provide with the correct label for the given provision |
Upon the execution and delivery by any Person of a Guaranty Agreement Joinder and other documents as provided in Section 6.15 of the Credit Agreement, such Person shall be a party hereto as if an original signatory hereto. | additional guarantors | Given the provision, provide with the correct label for the given provision |
Company shall have no duty to invest, or provide interest on, the deposit. | collateral security | Given the provision, provide with the correct label for the given provision |
You are not permitted to sell the Stock directly to other Russian legal entities or individuals. | u.s. transaction | Given the provision, provide with the correct label for the given provision |
The Company further agrees that it will not, without the prior written consent of Rockwell Capital Partners, settle, compromise or consent to the entry of any judgment in any pending or threatened proceeding in respect of which indemnification may be sought hereunder (whether or not Rockwell Capital Partners or any indemnified party is an actual or potential party to such proceeding), unless such settlement, compromise or consent includes an unconditional release of Rockwell Capital Partners and each other indemnified party hereunder from all liability arising out of such proceeding. | indemnifications | Given the provision, provide with the correct label for the given provision |
For a period of two (2) years after Mr. Fadel’s Employment is terminated (the “ Restricted Period ”), Mr. Fadel has agreed not to engage in any activity or provide any services which are similar to or competitive with the business of the Company and its Affiliates. | restoration | Given the provision, provide with the correct label for the given provision |
During the continuance of any Event of Default hereunder or under any Transaction Documents, the Buyer shall, at the Company's expense, have the right to make additional inspections without providing advance notice. | maintain property | Given the provision, provide with the correct label for the given provision |
Upon the occurrence of an Event of Default, Lender shall have the rights to declare the unpaid Principal Balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, to be immediately due and payable (and upon such declaration, the same shall be immediately due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. | events of defaults | Given the provision, provide with the correct label for the given provision |
Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by facsimile transmission or electronic transmission (in pdf format) shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable. | counterparts | Given the provision, provide with the correct label for the given provision |
Employee shall be eligible for a cash bonus of up to thirty-three percent (33%) of his Base Salary (“ Annual Bonus ”) (less applicable taxes and withholdings). | bonus | Given the provision, provide with the correct label for the given provision |
Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested increase in the aggregate Revolving Commitments or to fund any portion of the increased Term Loan or the New Term Loan, as applicable, and, if so, by what amount. | lender elections to increase | Given the provision, provide with the correct label for the given provision |
A certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of XL Group, confirming compliance with the conditions set forth in clauses (a) and (b) of the first sentence of Section 5.02. | officer’s certificates | Given the provision, provide with the correct label for the given provision |
This Agreement, including the Non-Competition Agreement, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof. | entire agreements | Given the provision, provide with the correct label for the given provision |
Each of the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. | change of address | Given the provision, provide with the correct label for the given provision |
In such event, each Security Instrument shall be automatically reinstated and each Grantor shall take such action as may be reasonably requested by the Administrative Agent and the other Secured Parties to effect such reinstatement. | reinstatements | Given the provision, provide with the correct label for the given provision |
All Collections for the related Collection Period with respect to each Receivable shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. | application of collections | Given the provision, provide with the correct label for the given provision |
Each Loan Party agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date the Administrative Agent receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Administrative Agent may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, each Loan Party agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify the Administrative Agent against such loss. | judgment currency | Given the provision, provide with the correct label for the given provision |
During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in Article VIII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. | notification of certain matters | Given the provision, provide with the correct label for the given provision |
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable. | severability | Given the provision, provide with the correct label for the given provision |
This Note shall bear interest at the Interest Rate on the outstanding Principal Amount. | interests | Given the provision, provide with the correct label for the given provision |
If the date for Closing provided above falls on a day which is not a Business Day, then the Closing Date will be the next Business Day. | closings | Given the provision, provide with the correct label for the given provision |
### Human: crimes charges: Third, to the extent defendant contends there is no rational basis for treating joyriding convictions more harshly than automobile theft convictions, this contention is not persuasive. There are sound reasons to treat the temporary deprivation of a vehicle differently than the theft of that same vehicle. (People v. Johnson, supra, 28 Cal.4th 240, 121 Cal.Rptr.2d 197, 47 P.3d 1064 [exclusion significant to show the voters' intent].) In general, the Vehicle Code is concerned with assuring public safety on California thoroughfares, whereas the Penal Code is concerned with wrongs to individual people. For example, *474Vehicle Code section 10850 provides that the provisions of chapter 4, which includes Section 10851, "apply to vehicles upon the highways and elsewhere throughout the State." In turn, Vehicle Code section 360 defines a highway as a "way or place of whatever nature, publicly maintained and open to the use of the *1114public for purposes of vehicular travel." By punishing taking or driving a vehicle without the intent to deprive the owner of permanent title or possession, Section 10851 addresses dangers to the public. Such dangers are not encompassed by standard theft statutes, which focus on particular victims-the owners of stolen personal property. Undoubtedly, the unexpected loss of a vehicle directly affects the safety and welfare of individual vehicle operators and owners, but it also places the public at risk if, for example, the car is driven recklessly or used to commit another crime. Just as a vehicle can be a dangerous weapon, joyriding can jeopardize public safety. (See People v. Linares (2003) 105 Cal.App.4th 1196, 129 Cal.Rptr.2d 882 [attempted <mask> by auto]; Veh.Code, § 13351.5 [requiring lifetime revocation of driver's license upon conviction of assault with a deadly weapon by means of a vehicle].) | murder. | |
All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. | general | Given the provision, provide with the correct label for the given provision |
Except as set forth in applicable Contracts, Sellers does not have and may not acquire any rights under any Contract. | contractual obligations | Given the provision, provide with the correct label for the given provision |
All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “ Uniform Commercial Code ”) shall have the meaning given therein unless otherwise defined herein. | uniform commercial code terms | Given the provision, provide with the correct label for the given provision |
The Borrowers shall (a) establish (or shall have established) the Deposit Account and the Cash Management Account in accordance with Section 2.6 , (b) deposit all funds received by them following the date hereof into the Deposit Account and (c) direct each Manager to deposit all funds received by each Manager following the date hereof pertaining to the Properties into the Deposit Account. | cash management | Given the provision, provide with the correct label for the given provision |
The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Distribution Agents shall deem reasonably necessary, (ii) the printing and delivery to the Distribution Agents of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Distribution Agents, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Distribution Agents, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Distribution Agents up to $25,000; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange. | payment of expenses | Given the provision, provide with the correct label for the given provision |
Except as set forth on Schedule 3(p) , there are no transactions between the Company or any Subsidiaries, on the one hand, and Affiliates of the Company or any Subsidiaries, on the other hand. | transactions with affiliates | Given the provision, provide with the correct label for the given provision |
Subject to the provisions of this paragraph 5, if the Committee, in its discretion, accelerates the vesting of all or a portion of any unvested Restricted Stock Units, the payment of such accelerated Restricted Stock Units shall be made as soon as practicable upon or following the accelerated vesting date, but in no event later than 60 days following the vesting date of such accelerated Restricted Stock Units. | committee discretion | Given the provision, provide with the correct label for the given provision |
As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“ FDA ”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“ FDCA ”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “ Pharmaceutical Product ”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not have a Material Adverse Effect. | fda | Given the provision, provide with the correct label for the given provision |
The Discounted Prepayment Offeror will have the right, by written notice to the Administrative Agent, to revoke in full (but not in part) its offer to make a Discounted Prepayment and rescind any Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Discounted Prepayment Response Date (and if such offer is revoked or notice rescinded, any failure by the Discounted Prepayment Offeror to make a prepayment to a Lender, as applicable, pursuant to this Section will not constitute a Default or Event of Default under Section 8.1 or otherwise). | procedures | Given the provision, provide with the correct label for the given provision |
The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. | payment of obligations | Given the provision, provide with the correct label for the given provision |
The Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. | issuance of the securities | Given the provision, provide with the correct label for the given provision |
The required election forms are properly completed and any related required documentation has been attached to the election forms and returned to the Administrator no later than November 30, 2017, or such later date determined by the Administrator as a result of an unforeseen administrative delay. | elections | Given the provision, provide with the correct label for the given provision |
An Issuing Bank may be replaced at any time by written agreement among Parent, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank and execution and delivery by Parent, the Administrative Agent and the successor Issuing Bank of an Issuing Bank Agreement. | replacement of an issuing bank | Given the provision, provide with the correct label for the given provision |
This proxy is delivered in connection with the Merger, is coupled with an interest, including for the purposes of Section 212 of the General Corporation Law of the State of Delaware (“ DGCL ”), revokes any and all prior proxies granted by each Stockholder with respect to the Stockholder’s Subject Shares and is irrevocable, provided that this proxy shall automatically terminate upon the termination of this Agreement. | proxy | Given the provision, provide with the correct label for the given provision |
The place of arbitration will be Multnomah County, Oregon, unless otherwise agreed by the parties. | arbitration | Given the provision, provide with the correct label for the given provision |
No Loan Party will, nor will it permit any Restricted Subsidiary to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets as Collateral to secure the Secured Obligations, or (b) the ability of any Restricted Subsidiary that is not a Loan Party to pay dividends or make other distributions with respect to any Equity Interests or to make or repay loans or advances to the Borrower or any other Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to (A) the sale of a Restricted Subsidiary or its assets pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold (or its assets) and such sale is permitted hereunder, and (B) the acquisition of the Borrower; provided that the acquisition agreement shall provide that all amounts due and payable under this Agreement shall be paid in full upon the closing of such transaction, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment, subletting or encumbrance thereof, (vi) the foregoing shall not apply to customary provisions in joint venture agreements (and other similar agreements); provided that such provisions apply only to such joint venture or such other arrangement and to the Equity Interests of such joint venture or such other arrangement; (vii) the foregoing shall not apply to any agreement or other arrangement relating to any Restricted Subsidiary existing prior to the acquisition of that Restricted Subsidiary in a transaction permitted hereunder as long as the applicable restriction applies only to such Subsidiary; and (viii) the foregoing shall not apply to customary net worth provisions or similar financial maintenance provisions contained in any lease entered into by a Restricted Subsidiary. | restrictive agreements | Given the provision, provide with the correct label for the given provision |
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. | terms generally | Given the provision, provide with the correct label for the given provision |
Consultant further agrees to indemnify, defend and hold Company harmless in the event that any claims are made by any taxing authority, by reason of Consultant’s failure to properly pay any and all taxes which are due in relation to the services provided by Consultant to the Company pursuant to this Agreement. | taxes | Given the provision, provide with the correct label for the given provision |