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If (A) Executive's employment is terminated for a reason other than those listed in 6.1(a) – (c) (i.e., not due to death or due to the Company’s termination of Executive on account of Permanent Disability or for Cause), (B) Executive resigns for Good Reason, or (C) the Company gives written notice of non-renewal under Section 2 of this Agreement without an offer of continued employment for Executive with severance benefits similar to those set forth in Section 6, then, subject to Section 6.4, Executive will be entitled to the continued payment of his Base Salary and COBRA Premiums for twelve (12) months following such termination or resignation, each on the Company’s regular payroll schedule. | terminations | Given the provision, provide with the correct label for the given provision |
With respect to the real property and improvements, if any, subject to the Real Estate Leases: (i) each applicable Seller is the owner and holder of the entire interest in the leasehold estate purported to be granted by the Real Estate Leases; (ii) the Real Estate Leases constitute legal, valid and binding obligations of the applicable Seller and, to Sellers’ Knowledge, the respective landlords, enforceable in accordance with their respective terms; and (iii) to Sellers’ Knowledge, there are no defaults currently existing by Sellers under any of the Real Estate Leases, and no written notices of default have been received by any Seller which have not been cured, and no events have occurred that with the lapse of time, notice, or otherwise would constitute a default under any of the Real Estate Leases. | leased real property | Given the provision, provide with the correct label for the given provision |
Financial information reasonably requested by Lender. | financial information | Given the provision, provide with the correct label for the given provision |
As of the date hereof or, if later, the date of the most recent financial statements delivered pursuant to §7.4, there are no liabilities, contingent or otherwise, of REIT or any of its Subsidiaries involving material amounts not disclosed in the financial statements referred to in clauses (a) and (b) of the first sentence of this §6.4 and the related notes thereto or in such financial statements most recently delivered pursuant to §7.4, as applicable. | financial statements | Given the provision, provide with the correct label for the given provision |
All headings are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. | interpretations | Given the provision, provide with the correct label for the given provision |
No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it. | remedies cumulative | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything herein or in any other Credit Document to the contrary, (i) no restriction on prepayment shall affect the rights of the Borrowers under this Section 2.22 and (ii) a Lender shall not be required to make any such assignment or delegation pursuant to this Section 2.22 if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. | removal or replacement of a lender | Given the provision, provide with the correct label for the given provision |
Prior to accepting employment with any person, firm or entity during the Non-Compete Period and/or the Restricted Period, as the case may be, the Executive shall notify the prospective employer in writing of his obligations pursuant to this Section 8 and may provide a copy of the provisions of this Section 8 to any such prospective employer (it being agreed by the Company that such notification and/or disclosure under this Section 8(e) shall not be deemed a breach of the confidentiality provisions of this Agreement). | notification of restrictive covenants | Given the provision, provide with the correct label for the given provision |
Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. | severability | Given the provision, provide with the correct label for the given provision |
Subject to Section 10.1 hereof, Tenant, at its expense, shall repair, replace and maintain in good condition all portions of the Premises, including, without limitation, entries, doors, ceilings, interior windows, interior walls, and the interior side of demising walls, reasonable wear and tear and damage by fire or other casualty excepted. | tenant’s repairs | Given the provision, provide with the correct label for the given provision |
In the event that the provisions of this Section 4 should ever be adjudicated by a court of competent jurisdiction to exceed the time or geographic or other limitations permitted by applicable law, then such provisions shall be deemed reformed to the maximum time or geographic or other limitations permitted by applicable law, as determined by such court in such action. | severability of provisions | Given the provision, provide with the correct label for the given provision |
Limitation on Benefit Payments. | deductions | Given the provision, provide with the correct label for the given provision |
### Human: Hello. Could you please help me to do crimes charges? My legal case is:In the RVR, female Correctional Officer M.M. reported: "On Friday January 31, 2014 at approximately 0713 hours while performing my duties as housing unit 15 control officer, I released all the inmates from the unit for breakfast. I observed [appellant] remaining in the unit standing at the urinal behind the podium continuously staring at me. I gave [appellant] an order to exit the unit and he complied. As he entered the sally port he completely stopped directly beneath me looking up at *348my crotch through the control booth window. He proceeded to breakfast. [¶] At approximately 0755 hours while releasing morning medication I opened cells 201 through 209. [Appellant] exited cell 204 completely naked. Utilizing his right hand holding his erect penis stroking it back and forth while directly looking at me. I contacted Officer Strong to respond to the area. Officer Strong observed [appellant] masturbating and gave him a direct order to stop and step inside his assigned cell and I closed the cell door. I notified Sergeant Wall of the incident and yard staff cuffed and escorted [appellant] out of the unit. I fear for my safety with him on the yard, due to his <mask> behavior. His progression from stalking to masturbating directly at me leads me to fear he may take it further. I was offered EAP [Employee Assistance Program] which I declined." | stalking. Are there any other thing I can help you with? | |
Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth in Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents. | application of proceeds | Given the provision, provide with the correct label for the given provision |
The execution, delivery and performance of this Amendment by the Loan Parties have received all necessary governmental approvals, if any, and do not contravene any law or unwaived contractual restrictions binding on any of them. | no contravention | Given the provision, provide with the correct label for the given provision |
Anything herein to the contrary notwithstanding, none of the Bookrunner and Lead Arranger, as applicable, listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, Collateral Agent, a Lender or the Issuing Lender hereunder. | no other duties | Given the provision, provide with the correct label for the given provision |
The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guarantied Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Agreement whether or not any Borrower or any other person or entity is joined as a party. | obligations independent | Given the provision, provide with the correct label for the given provision |
If the Board or the Committee determines that recoupment of some or all of the compensation paid or payable to you pursuant to the Stock Appreciation Rights is required under any law, regulation, listing requirement or recoupment policy of the Company, then the Stock Appreciation Rights will terminate immediately on the date of such determination to the extent required by such law, regulation, listing requirement or recoupment policy, any prior exercise of the Stock Appreciation Rights may be deemed to be rescinded, and the Board or the Committee may recoup any such compensation in accordance with such recoupment policy or as required by law, regulation or listing requirement. | recoupments | Given the provision, provide with the correct label for the given provision |
In the event the Transferor receives any Collections after the applicable Cutoff Date with respect to the Purchased Property for any amount due, it shall turn over any Collections received by it with respect to any Purchased Property to the Servicer within two (2) Business Days after its identification of such Collections. | collections | Given the provision, provide with the correct label for the given provision |
THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK OTHER THAN THE CHOICE OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). | governing laws | Given the provision, provide with the correct label for the given provision |
Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. | appointments | Given the provision, provide with the correct label for the given provision |
From time to time during the Reinvestment Period, the Company may Purchase additional Portfolio Investments (from the Seller pursuant to the Sale Agreement or from other Persons), or request that Portfolio Investments be Purchased for the Company’s account, on and subject to the terms and conditions set forth herein. | purchases of portfolio investments | Given the provision, provide with the correct label for the given provision |
In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. | certain additional payments | Given the provision, provide with the correct label for the given provision |
Each of Holdings, the Borrower and the Subsidiaries has timely filed or caused to be filed all Federal and other material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so is not reasonably likely to result in a Material Adverse Effect. | taxes | Given the provision, provide with the correct label for the given provision |
If the notice does not reach the addressee by the end of the business day, the following business day shall be the date of receipt. | notices | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to Applicable Law. | conformity to securities laws | Given the provision, provide with the correct label for the given provision |
Any Award may be granted in connection with all or any portion of a previously or contemporaneously granted Award, subject to the other requirements of the Plan. | tandem awards | Given the provision, provide with the correct label for the given provision |
In no event shall Borrower be responsible for any costs or expenses of any counsel engaged by a recipient of a participation in any Loans or LC Loans by a Lender hereunder. | participations | Given the provision, provide with the correct label for the given provision |
If the amount of the Approved Budget (as defined in the 7 th Floor Work Letter) is greater than the 7 th Floor TI Allowance (as the same may be adjusted pursuant to the 7 th Floor TI Allowance Reallocation Right), but less than or equal to one hundred ten percent (110%) of the 7 th Floor TI Allowance (as the same may be adjusted pursuant to the 7 th Floor TI Allowance Reallocation Right), then Landlord shall first pay the entire 7 th Floor TI Allowance, and after the 7 th Floor TI Allowance (as the same may be adjusted pursuant to the 7 th Floor TI Allowance Reallocation Right) has been expended, Tenant shall pay the 7 th Floor Excess Costs. | excess costs | Given the provision, provide with the correct label for the given provision |
Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date, and in any case, on the Termination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than an optional prepayment of an ABR Loan prior to the Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. | interest payment dates | Given the provision, provide with the correct label for the given provision |
On or before the end of the Term of the Sublease, or earlier termination or expiration of this Sublease, Subtenant shall restore the Subleased Premises to the condition existing as of the commencement of the Term of the Sublease ordinary wear and tear excepted. | condition of subleased premises | Given the provision, provide with the correct label for the given provision |
Either party may by notice accomplished in accordance with thi s Section 15 change the address to which future notices may be sent. | notices | Given the provision, provide with the correct label for the given provision |
If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service,” or such later date as may be required by subsection 7.3 below. | definitional restrictions | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything to the contrary herein, if Company first discovers that any Product fails to conform with the Specifications or is otherwise defective only after Company’s acceptance thereof, and such failure would not have been readily discoverable from a reasonable inspection or review of the Products or its associated documentation provided by Supplier (collectively, “ Latent Defects ”). | latent defects | Given the provision, provide with the correct label for the given provision |
Executive will receive a lump-sum payment (less applicable withholding taxes) equal to one hundred percent (100%) of Executive’s Base Salary as in effect immediately prior to Executive’s termination date (or if the termination is due to a resignation for Good Reason based on a material reduction in Base Salary, as applicable, then Executive’s Base Salary in effect immediately prior to the reduction). | severance payments | Given the provision, provide with the correct label for the given provision |
The BUYER is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of (i) any material term, condition or provision of its BUYER Charter or the BUYER Bylaws, (ii) except for Liabilities incurred prior to January 15, 2019, any term, condition or provision of any loan or credit agreement or any note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license to which any such the BUYER is now a party or by which any such Person or any of their respective properties or assets is bound, or (iii) any Law or Order applicable to or binding upon any such Person or any of their respective properties or assets, except for defaults or violations that have been cured in full. | no defaults | Given the provision, provide with the correct label for the given provision |
Such cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. | cash collateral | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything contained in the Transaction Documents to the contrary, the Company shall not be liable to any Investor Indemnitee for any consequential, incidental, indirect, special, exemplary or punitive damages of such Investor Indemnitee relating to any matters for which indemnification is provided for under this Article 5 , other than any such damages arising from a claim of a third party. | indemnification by the company | Given the provision, provide with the correct label for the given provision |
For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/or assets which becomes bound by the terms of this Agreement by operation of law or this Agreement. | company’s successors | Given the provision, provide with the correct label for the given provision |
Subject to Section 5.03(b), all certificates of insurance are to be delivered to the Collateral Agent and the policies are to be premium prepaid, with the Lender’s loss payable and/or additional insured, as applicable, endorsement in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time. | maintenance of insurance | Given the provision, provide with the correct label for the given provision |
The parties require strict compliance with the times for performance. | times | Given the provision, provide with the correct label for the given provision |
All earnings (net of losses and investment expenses) thereon shall be retained or deposited into the Principal Collection Account and shall be applied on each Payment Date pursuant to the provisions of Section 2.7 or Section 2.8 (as applicable). | investment of funds | Given the provision, provide with the correct label for the given provision |
The Company agrees that this Commitment Letter (including the Term Sheet) and the Fee Letters are for its confidential use only and that neither its existence, nor the terms hereof or thereof, will be disclosed by the Company to any person other than (a) its officers, directors (or equivalent managers), employees, accountants, affiliates, independent auditors, attorneys, and other advisors, and then only on a “need-to-know” basis in connection with the Transactions and on a confidential basis, (b) the Seller and Walgreens Boots Alliance, Inc. and their respective officers, directors (or equivalent managers), employees, accountants, independent auditors, attorneys, and other advisors of each of the Seller and Walgreens Boots Alliance, Inc., and then only on a “need-to-know” basis, in connection with their consideration of the Transactions and on a confidential basis (provided that, with respect to the Fee Letters, to the extent portions thereof have been redacted in respect of the amounts, percentages and basis points of compensation set forth therein and the pricing and other terms of the “flex provisions” in a manner satisfactory to the respective Arrangers party thereto). | confidentiality | Given the provision, provide with the correct label for the given provision |
Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.8.4 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. | tax refunds | Given the provision, provide with the correct label for the given provision |
The value of the Performance Units (either on the Award Date or at the Conversion Date) shall not be includable as compensation or earnings for purposes of any other benefit plan offered by the Company. | impact on other benefits | Given the provision, provide with the correct label for the given provision |
Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (x) any party has an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason at law or equity. | specific performance | Given the provision, provide with the correct label for the given provision |
Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. | private placements | Given the provision, provide with the correct label for the given provision |
Executive's actual bonus amount shall be based on the achievement of performance measures set by the Board of Directors. | bonus | Given the provision, provide with the correct label for the given provision |
Except as otherwise set forth in the Registered Offering Transaction Documents (including but not limited to Section 5 of the Registration Rights Agreement), each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. | legal fees | Given the provision, provide with the correct label for the given provision |
The rights under this Warrant shall deemed to been exercised and issuable such exercise shall deemed to have been issued immediately prior to the close of business the this Warrant is exercised in accordance with terms, person entitled to the Shares issuable upon such exercise shall treated for all purposes as the holder record of such Shares as of the business such date. | stock | Given the provision, provide with the correct label for the given provision |
Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same principles; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied. | gaap | Given the provision, provide with the correct label for the given provision |
Neither the Partnership nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. | investment company status | Given the provision, provide with the correct label for the given provision |
The Company and each Applicable Account Party agree that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Company and such Applicable Account Party, as the case may be, and shall not result in any liability of such Issuing Lender to the Company or such Applicable Account Party. | obligations absolute | Given the provision, provide with the correct label for the given provision |
Upon the occurrence of a Change in Control (as defined in Section V.D. | general | Given the provision, provide with the correct label for the given provision |
The Upfront Fee may be paid as an original issue discount and netted from the proceeds of the Initial Loans. | upfront fees | Given the provision, provide with the correct label for the given provision |
Borrower Agent hereby accepts such appointment. | borrower agent | Given the provision, provide with the correct label for the given provision |
In light of the very personal and critical nature of the Agreement, I recognize that it is unlikely such consent would ever be granted. | assignments | Given the provision, provide with the correct label for the given provision |
The proceeds of Revolving Credit Loans shall be used (a) on the Closing Date to (i) repay outstanding “Revolving Credit Loans” (under and as defined in the Existing Credit Agreement), (ii) cash collateralize any existing letters of credit for the account of the ABL Administrative Borrower and its subsidiaries under the Existing Credit Agreement, (iii) to pay fees and expenses incurred in connection with the Transactions, and (iv) for working capital needs, and (b) after the Closing Date for general corporate purposes of the ABL Administrative Borrower and its Restricted Subsidiaries. | use of proceeds | Given the provision, provide with the correct label for the given provision |
Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest. | common enterprise | Given the provision, provide with the correct label for the given provision |
Whether or not the a draw on the Term Loan is made, Borrower will (a) pay all reasonable costs and expenses of Lender incident to the transactions contemplated by this Agreement including all costs and expenses incurred in connection with the preparation, negotiation and execution of the Transaction Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes or the other Transaction Documents, including Lender’s out-of-pocket expenses and the reasonable charges and disbursements to counsel retained by Lender, and (b) pay, on demand, and save Lender and all other holders of the Notes harmless against any and all liability with respect to, amounts payable as a result of (i) any taxes (other than taxes on net income) that may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes or the other Transaction Documents, or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes or the other Transaction Documents, if and to the extent Borrower is liable for such taxes pursuant to the other provisions of this Agreement, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by Lender. | lender expenses | Given the provision, provide with the correct label for the given provision |
Anything contained herein to the contrary notwithstanding, the Note Agent shall not have any liability arising from confirmations of the amount of outstanding Notes or the component amounts thereof. | no responsibility for certain matters | Given the provision, provide with the correct label for the given provision |
This clause shall not prejudice Indemnitee’s rights to assert any and all claims for damages incurred as a result of Indemnitor’s breach hereof or for equitable relief. | specific enforcement | Given the provision, provide with the correct label for the given provision |
The ratio of (i) EBITR to (ii) Fixed Charges as at the end of each Fiscal Quarter shall not be less than 2.25 to 1.00 for the twelve month period ending on the last day of such Fiscal Quarter. | fixed charge coverage ratio | Given the provision, provide with the correct label for the given provision |
Prior to the occurrence of an Event of Default or Default, Agent shall give Borrowing Agent three (3) days prior written notice of its intention to decrease the Advance Rates. | discretionary rights | Given the provision, provide with the correct label for the given provision |
Time is of the essence for the performance of all Obligations in this Agreement. | time of essence | Given the provision, provide with the correct label for the given provision |
Either Party may terminate the Executive’s at-will employment at any time with or without notice, and with or without cause. | termination by either party | Given the provision, provide with the correct label for the given provision |
The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent. | indemnification of agents | Given the provision, provide with the correct label for the given provision |
Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby authorizes and directs the Administrative Agent to become party to the Intercreditor Agreement on behalf of such Lender as an “ABL Representative” (as defined in the Intercreditor Agreement) and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement. | intercreditor agreements | Given the provision, provide with the correct label for the given provision |
The Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Lender or the Administrative Agent, if such Lender or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. | tax forms | Given the provision, provide with the correct label for the given provision |
The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. | ratifications | Given the provision, provide with the correct label for the given provision |
The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City Time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.12 and 2.16, Convert all or any part of Revolving Loans of one Type comprising the same Borrowing into Revolving Loans of the other Type or of the same Type but having a new Interest Period; provided , however , that any Conversion of Eurodollar Rate Revolving Loans into Base Rate Revolving Loans shall be made only on the last day of an Interest Period for such Eurodollar Rate Revolving Loans, any Conversion of Base Rate Revolving Loans into Eurodollar Rate Revolving Loans shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Loans shall result in more separate Borrowings than permitted under Section 2.02(b). | voluntary | Given the provision, provide with the correct label for the given provision |
With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory of any individual. | trade secrets | Given the provision, provide with the correct label for the given provision |
The Executive will report directly to the Chief Executive Officer of the Company. | positions | Given the provision, provide with the correct label for the given provision |
You understand that the waiver by the Company with respect to your compliance with any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach of such party of a provision of this Award Agreement. | waivers | Given the provision, provide with the correct label for the given provision |
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or to be taken into consideration in interpreting, this Agreement. | headings | Given the provision, provide with the correct label for the given provision |
The Credit Parties and their respective subsidiaries, on a Consolidated basis, are Solvent. | solvency | Given the provision, provide with the correct label for the given provision |
Upon the satisfaction of the Conditions to Funding with respect to any Pre-Export Loan, (i) each Assigned Pre-Export Loan assigned by KBBV and/or BIF to the Pre-Export Administrative Agent for the benefit of the Pre-Export Lenders in accordance with Section 3.1 will remain outstanding, be considered amended and be deemed to be, and be, treated as a Pre-Export Loan subject to the terms and conditions of the Pre-Export Credit Agreement and any related promissory note evidencing such Pre-Export Loan executed in favor of the Pre-Export Administrative Agent, and any related promissory note evidencing such Assigned Pre-Export Loan shall be automatically cancelled without further action by the Pre-Export Administrative Agent, KBBV or BIF; and (ii) such Pre-Export Loan will be secured by a security interest in the New Export Contracts (including, without limitation, all amounts owed by the New Off-Taker and Eligible Importers thereunder) and the other New Collateral, which will be substituted for and replace the Existing Export Contracts in their entirety solely with respect to such Assigned Pre-Export Loan, and the security interest in the Existing Export Contracts will be automatically released without further action by the Pre-Export Administrative Agent, KBBV or BIF. | amendments | Given the provision, provide with the correct label for the given provision |
In addition to the due dates and maturity date set forth in the Note, all principal and accrued interest and other amounts owed under this Note shall become due in full at such earlier time, if any, the obligations of Borrower to Lender under that promissory note loan number 18700, 28933, 32599, 30011329, 30011277 , or 30011306 (as such notes may be amended or extended from time to time) are paid in full. | cross acceleration | Given the provision, provide with the correct label for the given provision |
There are no existing or threatened in writing strikes, lockouts or other labor disputes involving any Loan Party or any of its Subsidiaries. | labor matters | Given the provision, provide with the correct label for the given provision |
The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the daily Wall Street Journal Prime Rate, as quoted in the "Money Rates" column of The Wall Street Journal (Western Edition) all as determined by Lender (the "Index"). | variable interest rate | Given the provision, provide with the correct label for the given provision |
The Parent Entity will not permit the Consolidated Leverage Ratio as of the last day of any Test Period to be greater than 3.50 to 1.0. | financial covenants | Given the provision, provide with the correct label for the given provision |
Except as otherwise provided in this Security Agreement, Borrower will collect and enforce, at Borrower’s sole expense, all amounts due or hereafter due to Borrower under the Collateral. | collection of collateral | Given the provision, provide with the correct label for the given provision |
Should any clause or provision of this Agreement be declared illegal or unenforceable, it shall be modified as minimally necessary to be enforceable. | severability | Given the provision, provide with the correct label for the given provision |
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party, whether under any rule of construction or otherwise. | interpretations | Given the provision, provide with the correct label for the given provision |
The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends on the Preferred Stock, each as provided herein, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock and payment of dividends hereunder. | reservation of shares issuable upon conversion | Given the provision, provide with the correct label for the given provision |
In any event, any such declaration of partial invalidity shall not affect the validity of any other provision or provisions of this Mortgage, or the validity of this Mortgage as a whole. | partial invalidity | Given the provision, provide with the correct label for the given provision |
Judgment may be entered on the arbitrator’s award in any court having jurisdiction. | arbitration | Given the provision, provide with the correct label for the given provision |
Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting any Loan Party or CMP whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material Adverse Effect. | litigations | Given the provision, provide with the correct label for the given provision |
The Borrower and its Subsidiaries are, as of the Closing Date, after giving effect to the Acquisition and the making of the Loans and the application of proceeds thereof, on a consolidated basis, Solvent. | solvency | Given the provision, provide with the correct label for the given provision |
Such records shall properly reflect all work done and results achieved in the performance of the Development activities in sufficient detail and in good scientific manner appropriate for regulatory and patent purposes. | development records | Given the provision, provide with the correct label for the given provision |
The work described in the Tenant Construction Plans is referred to in this Lease as the "Tenant Improvements". | tenant improvements | Given the provision, provide with the correct label for the given provision |
So long as Subtenant shall perform all of the covenants and agreements herein required to be performed by Subtenant, Subtenant shall, subject to the terms of this Sublease, at all times during the Sublease Term, have peaceful and quiet enjoyment of the Sublease Premises against any person claiming by, through or under Sublandlord. | quiet enjoyment | Given the provision, provide with the correct label for the given provision |
You will receive your final paycheck on the Separation Date. | final pay | Given the provision, provide with the correct label for the given provision |
Promptly following the execution of this Agreement, the Company shall take all necessary action to cause the Common Stock issuable upon mandatory conversion of the Notes to be listed on the NYSE MKT upon or prior to issuance. | listing of common stock | Given the provision, provide with the correct label for the given provision |
You understand that you may request a list with the names and addresses of any potential recipients of Personal Data by contacting your local human resources representative. | stock plan administration service providers | Given the provision, provide with the correct label for the given provision |
Each of VIVUS and Licensee will maintain complete and accurate records pertaining to its activities under this Agreement, including records pertaining to Development or Commercialization of any Products and reports and information provided to any Regulatory Authority or other Governmental Authority, in accordance with Applicable Law. | records retention | Given the provision, provide with the correct label for the given provision |
Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 18.19 . | power of attorney | Given the provision, provide with the correct label for the given provision |
The provisions of this Section shall survive the expiration or earlier termination of the term of the letting hereunder. | survival | Given the provision, provide with the correct label for the given provision |
PricewaterhouseCoopers LLP, which has audited the financial statements of the Company included in the SEC Filings, has advised the Company that it is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the SEC and the Public Company Accounting Oversight Board and as required by the Securities Act. | financial statements | Given the provision, provide with the correct label for the given provision |
Such Election Form shall be irrevocable as of the December 31 immediately preceding the Plan Year for which the election is made and shall remain in effect for one (1) Plan Year only. | commencement of participation | Given the provision, provide with the correct label for the given provision |
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