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(a) At any time after the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, a Grantor shall (i) promptly (and, in any event, within two Business Days) deposit the Proceeds of any payment of Receivables collected by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 6.5, and (ii) hold such Proceeds in trust for the Administrative Agent and the Lenders. | receivables | Given the provision, provide with the correct label for the given provision |
To the extent not inconsistent therewith, payments shall be applied first to accrued interest, then to principal. | application of payments | Given the provision, provide with the correct label for the given provision |
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER INVESTMENT DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. | waiver of venue | Given the provision, provide with the correct label for the given provision |
It shall not be a violation of this Section 6(b) for the Executive to own less than one percent (1%) of the outstanding shares of a corporation that is engaged in the Business whose shares are listed on a national stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers. | non-competitions | Given the provision, provide with the correct label for the given provision |
To the extent that any payment by or on behalf of the Borrower is made to any Agent, to any L/C Issuer or any Lender, or any Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then ( a ) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and ( b ) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. | payments set aside | Given the provision, provide with the correct label for the given provision |
This Agreement sets forth the entire agreement between the Company (or any Affiliate) and Executive with respect to its subject matter, and merges and supersedes all prior discussions, negotiations, representations, proposals, agreements and understandings of every kind and nature between the Company (or any Affiliate) and Executive. | entire agreements | Given the provision, provide with the correct label for the given provision |
Executive’s employment by the Company hereunder shall commence on or about May 23, 2016 (the “ Commencement Date ”) and shall terminate in accordance with the provisions of, and pursuant to the terms and conditions of Section 10. | employment terms | Given the provision, provide with the correct label for the given provision |
Such register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. | register | Given the provision, provide with the correct label for the given provision |
Such general contractor (" Contractor ") shall be selected by Tenant and approved by Landlord (and Tenant shall have the right to select such contractor using a competitive bidding process among general contractors reasonably approved by Landlord). | contractors | Given the provision, provide with the correct label for the given provision |
Any real property and facilities held under lease by the Company and any of its Subsidiaries , to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries. | titles | Given the provision, provide with the correct label for the given provision |
Indemnification under this Section 4.3 shall constitute each Investor’s exclusive remedy for any breach or default of any representation or warranty by, or covenant of the Company contained in this Agreement or any other agreement provided for in this Agreement, except in cases of fraud. | indemnification by company | Given the provision, provide with the correct label for the given provision |
In the event a Participant receives a hardship distribution (as defined in Treasury Regulations section 1.401(k)-1(d)(3)) under the Company’s 401(k) plan, such Participant’s deferral election with respect to the Plan Year during which such hardship distribution under the Company’s 401(k) plan occurs shall be cancelled in accordance with Code section 409A. | hardship | Given the provision, provide with the correct label for the given provision |
Subject to the foregoing, this Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns. | assignments | Given the provision, provide with the correct label for the given provision |
The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. | designation of a different lending office | Given the provision, provide with the correct label for the given provision |
Each Borrower jointly and severally represents and warrants to the Lender that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. | release of claims | Given the provision, provide with the correct label for the given provision |
The Executive shall be entitled to no less than four weeks of vacation (or such greater vacation benefits as may be provided in the future by the Board or the Compensation Committee) during each year during the term of this Agreement and any extensions thereof, prorated for partial years. | vacations | Given the provision, provide with the correct label for the given provision |
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a US Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a US Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a US Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to reeive copies of the most recent financial statements delivered pursuant to Sections 5.01(c) or 7.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) if it is not already a US Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire in the form of Exhibit A to the Credit Agreement, (vii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, or the Administrative Agent has exercised its sole discretion to elect to waive such processing and recordation fee and (viii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.18 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the applicable Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the applicable Loan Documents are required to be performed by it as a US Lender. | assignees | Given the provision, provide with the correct label for the given provision |
This Article 14(f) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder. | breakage costs | Given the provision, provide with the correct label for the given provision |
If the Issuing Bank shall make any Drawing Payment, then, unless Borrower shall reimburse such Drawing Payment in full on the date such Drawing Payment is made, the unpaid amount thereof shall bear interest, for each day from and including the date such Drawing Payment is made to but excluding the date that the Borrower reimburses such Drawing Payment in full, at a rate equal to LIBOR, in effect from time to time, plus the Applicable Margin. | interim interest | Given the provision, provide with the correct label for the given provision |
Accordingly, no reference shall be made to any such article or section headings for the purpose of interpreting, construing or enforcing any of the provisions of this Agreement. | headings | Given the provision, provide with the correct label for the given provision |
(a) Unless the Restricted Stock is forfeited pursuant to this Agreement or the Plan, the Period of Restriction for the Restricted Stock shall terminate upon the earlier of (such date, the “ Vesting Date ,”) (i) the death, Disability or Retirement of the Holder, (ii) a Change of Control, and (iii) January 17, 2023. | vesting of restricted stock | Given the provision, provide with the correct label for the given provision |
The parties hereby irrevocably accept and submit to the jurisdiction of the aforesaid courts in any such suit, action or proceeding. | governing laws | Given the provision, provide with the correct label for the given provision |
By notice to Seller given within 10 days after Purchaser receives notice of proceedings in eminent domain that are contemplated, threatened or instituted by any applicable governmental or other authority having the power of eminent domain, and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election, Purchaser may: (i) terminate this Agreement and the Earnest Money shall be immediately returned to Purchaser; or (ii) proceed under this Agreement, in which event Seller shall, at the Closing, assign to Purchaser its entire right, title and interest in and to any condemnation award, and Purchaser shall have the sole right during the pendency of this Agreement to negotiate and otherwise deal with the condemning authority with respect to such eminent domain proceedings. | condemnations | Given the provision, provide with the correct label for the given provision |
No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. | no waivers | Given the provision, provide with the correct label for the given provision |
This Agreement does not adversely affect Executive’s rights under any Plan; provided, however, Executive acknowledges and agrees that he shall not be a participant in, and he hereby waives any right to participate in, any severance pay plan (as the same may be amended from time to time) that generally covers the employees of the Company or its Affiliates such as to preclude duplicative severance pay benefits that are in addition to those provided to Executive under the terms of this Agreement and, in such event, such other severance pay benefits shall not be provided to Executive. | full settlement | Given the provision, provide with the correct label for the given provision |
Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. | security deposits | Given the provision, provide with the correct label for the given provision |
This Restricted Stock Unit award is comprised of RSUs which are subject to performance conditions (as defined below) which shall determine the number of Performance Vesting RSUs eligible for vesting under the terms hereof. | terms | Given the provision, provide with the correct label for the given provision |
Notwithstanding any other provision of the Plan or this Agreement (and taking into account any Code Section 409A considerations, if applicable), the Company may at any time reduce the amount of any distribution or benefit otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to the Company or an Affiliate that is or becomes due and payable (including, but in no way limited to, any obligation that may arise under Section 304 of the Sarbanes-Oxley Act of 2002). | right of offset | Given the provision, provide with the correct label for the given provision |
Any modification to, or waiver of, this Agreement shall be effective only if it is in writing and signed by each of the Parties. | modifications | Given the provision, provide with the correct label for the given provision |
Until Performance Share Units are settled by delivery of shares of Stock in accordance with the terms of this Agreement, Employee may not transfer Performance Share Units or any rights hereunder to any third party other than by will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the conditions under Section 11(b) of the Plan. | nontransferability | Given the provision, provide with the correct label for the given provision |
Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information. | market abuse laws | Given the provision, provide with the correct label for the given provision |
The indemnification provided by this Section 8.2 shall be in addition to, but not duplicative of, any other rights to which a Covered Person or any other Person may be entitled under any agreement to which the Company is a party, pursuant to any vote of the Members, as a matter of Law or otherwise, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Covered Person. | indemnifications | Given the provision, provide with the correct label for the given provision |
This document and any written amendments hereto contain all the terms and provisions of the Plan and shall constitute the entire Plan, any other alleged terms or provisions being of no effect. | entire plan | Given the provision, provide with the correct label for the given provision |
Purchase or hold beneficially any stock or other securities of, or make any investment or acquire any interest whatsoever in, any other Person, except for (i) the common stock of any Subsidiaries owned by Borrower on the date of this Agreement, as more particularly described in the Schedule of Subsidiaries attached hereto, (ii) certificates of deposit or time deposits with Bank, and (iii) direct obligations of the United States of America, or any agency thereof, maturing within one (1) year from the date of acquisition thereof. | investments | Given the provision, provide with the correct label for the given provision |
Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. | indemnification by the lenders | Given the provision, provide with the correct label for the given provision |
The Target LTIP Amount shall be reviewed for increases on the same basis as such target long-term incentive equity grant program reviews are made with respect to other executive officers of the Company, but shall not be subject to decrease. | long-term incentive awards | Given the provision, provide with the correct label for the given provision |
“Retirement” shall have the meaning set forth in Section 8.1(cc) of the Plan. | retirements | Given the provision, provide with the correct label for the given provision |
Nothing in this Section shall be construed to limit the right of the Parties to appeal any arbitration decision as permitted by law or JAMS rules. | severability | Given the provision, provide with the correct label for the given provision |
On or prior to the First Delivery Date and within three (3) trading days of each Representation Date resulting from the Company filing an annual report on Form 10-K under the Exchange Act with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Cowen (i) an opinion letter of Company Counsel, or other counsel satisfactory to Cowen, in form and substance satisfactory to Cowen and its counsel, dated the date that such opinion letter is required to be delivered and (ii) an opinion letter of intellectual property counsel to the Company, in form and substance satisfactory to Cowen and its counsel, dated the date that such opinion letter is required to be delivered; provided, however, that in lieu of such opinion letters for subsequent Representation Dates resulting from the Company filing an annual report on Form 10-K under the Exchange Act, counsel may furnish Cowen with a letter to the effect that Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). | legal opinions | Given the provision, provide with the correct label for the given provision |
As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. | reporting obligations | Given the provision, provide with the correct label for the given provision |
Except as provided in the following sentence, unless the Committee shall determine to authorize a payment, no amount shall be payable to a Participant as an annual incentive award unless the Participant is still an employee of the Company or one of its Subsidiaries on the date payment is made or such earlier date as the Committee may specify. | effect of termination of employment | Given the provision, provide with the correct label for the given provision |
(a) (i) The General Partner on behalf of the Partnership shall make distributions of available cash (subject to reserves and other adjustments as provided herein) or other property to Partners with respect to such Partners’ GP-Related Partner Interests at such times and in such amounts as are determined by the General Partner. | distributions | Given the provision, provide with the correct label for the given provision |
Consultant is not authorized to make any representation, contract, or commitment on behalf of Client or incur any liabilities or obligations of any kind in the name of or on behalf of the Client. | independent contractor relationships | Given the provision, provide with the correct label for the given provision |
Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. | intellectual property | Given the provision, provide with the correct label for the given provision |
No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. | compliance with registration requirements | Given the provision, provide with the correct label for the given provision |
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. | contributions | Given the provision, provide with the correct label for the given provision |
In consideration for the Supplemental Release Payment in Section 1 of the Separation Agreement and Release signed between Executive and the Company on August 16, 2018 (the “Separation Agreement”), Executive hereby extends his release and waiver of claims to any claims that may have arisen between the Effective Date (as such term is defined in the Transition Agreement) and the Supplemental Release Effective Date, as defined below. | considerations | Given the provision, provide with the correct label for the given provision |
Twenty-five per cent (25%) of each RSU award will vest each year, on the first through fourth anniversaries of the date of issuance to Consultant, provided that Consultant continues to provide Services to BSTC through the applicable vesting date, and all outstanding RSUs will vest immediately if BSTC terminates Consultant’s Services without Cause. | restricted stock units | Given the provision, provide with the correct label for the given provision |
Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be for the account of such Lender to the extent of such payment. | interim interest | Given the provision, provide with the correct label for the given provision |
Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of Required Lenders. | certain rights of agents | Given the provision, provide with the correct label for the given provision |
Upon written request by Lumara within 60 days after each Calendar Year-end, Antares shall provide Lumara with a report describing the status of the Antares Patent Rights. | patent filings | Given the provision, provide with the correct label for the given provision |
(a) This Plan shall cover and apply only to individuals who are Eligible Employees (as defined below) as of the Effective Date and any individuals who become Eligible Employees after the Effective Date. | prior plans | Given the provision, provide with the correct label for the given provision |
It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Shares of Restricted Stock after the date hereof. | changes in circumstances | Given the provision, provide with the correct label for the given provision |
13224 ” is defined as the Executive Order No. | ofac | Given the provision, provide with the correct label for the given provision |
It is the intention of the parties hereto that the Trust constitute a business trust under the Business Trust Statute and that this Agreement constitutes the governing instrument of such business trust. | declaration of trust | Given the provision, provide with the correct label for the given provision |
This Plan recognizes compensation earned by an individual who is eligible to participate in this Plan as provided in Section 2 (a "Participant") that is not recognized in the determination of benefits under the Participant's Pension Plan, and this Plan is intended to make up benefits that would otherwise be lost because of such Pension Plan limitations. | purposes | Given the provision, provide with the correct label for the given provision |
Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) unless otherwise consented to by the Issuing Bank and (ii) the date that is five Business Days prior to the Revolving Maturity Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to any right on the part of such Issuing Bank to prevent any such renewal from occurring that may be contained in such Letter of Credit; and provided further that if there exist any Incremental Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “ Subsequent Maturity Date ”), then, so long as the aggregate LC Exposure in respect of Letters of Credit expiring after the Revolving Maturity Date will not exceed the lesser of $10,000,000 and the aggregate amount of such Incremental Revolving Commitments, the Borrower may request the issuance of a Letter of Credit that shall expire at or prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Subsequent Maturity Date. | expiration dates | Given the provision, provide with the correct label for the given provision |
In the absence of such effective registration or an available exemption from registration under the Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Act is available. | status of stock | Given the provision, provide with the correct label for the given provision |
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 9(k), 13(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties. | effects | Given the provision, provide with the correct label for the given provision |
Subject to Section 9.03 , (i) immediately upon the occurrence and during the continuance of an Event of Default under Section 9.01(a) , or (b) , or (ii) at the election of the Required Lenders (or the Administrative Agent at the direction of the Required Lenders), upon the occurrence and during the continuance of any other Event of Default and upon written notice from the Administrative Agent to the Borrower, (A) the Borrower shall no longer have the option to request Loans, or Letters of Credit, (B) all outstanding Loans shall bear interest at a rate per annum of two percent (2%) in excess of the greater of (1) the Prime Rate or (2) the Adjusted LIBOR Market Index Rate then applicable and (C) all outstanding other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of greater of (1) the Prime Rate or (2) the Adjusted LIBOR Market Index Rate then applicable and (D) all accrued and unpaid interest shall be due and payable on demand of the Administrative Agent. | default rates | Given the provision, provide with the correct label for the given provision |
None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of any Responsible Officer of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the facility established hereby, is a Sanctioned Person. | sanctions | Given the provision, provide with the correct label for the given provision |
The Participant authorizes them to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding shares of common stock on the Participant’s behalf to a broker or other third party with whom the Shares acquired on settlement may be deposited. | participants | Given the provision, provide with the correct label for the given provision |
Except to the minimum extent that payments must be delayed because you are a “specified employee,” all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices pursuant to the payment schedule set forth in this Agreement. | tax compliance | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, the Employee shall not be entitled to participate in any Company severance plan other than as provided specifically herein. | participation in benefit plans | Given the provision, provide with the correct label for the given provision |
During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Revolving Credit Exposure of that Non-Defaulting Lender. | reallocation of pro rata share to reduce fronting exposure | Given the provision, provide with the correct label for the given provision |
At the inception of the inclusion of any Third Party Technology in such license under this Agreement and thereafter upon request by the Commercializing Party, the Sublicensing Party shall disclose to the Commercializing Party a true, complete and correct written description of such payment obligations, and the Commercializing Party's obligation to reimburse such amounts following such request shall be limited to those payment obligations as so disclosed by the Commercializing Party. | generally | Given the provision, provide with the correct label for the given provision |
Except as expressly approved in writing by the Company, Executive will not be entitled to any interest in such project, program or venture or to any commission, finder’s fee or other compensation in connection therewith, other than the compensation to be paid to Executive as provided in this Agreement. | ventures | Given the provision, provide with the correct label for the given provision |
If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower shall pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered. | capital requirements | Given the provision, provide with the correct label for the given provision |
The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. | waiver of trial by jury | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03 , 2.05 , 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. | applications | Given the provision, provide with the correct label for the given provision |
Except as expressly provided in Section 7.4 and Section 10.2 , nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under this Agreement or otherwise create any third party beneficiary hereto. | no third party beneficiaries | Given the provision, provide with the correct label for the given provision |
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other governmental authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. | certain pledges | Given the provision, provide with the correct label for the given provision |
Buyer and Sellers each represent to the other that it has not dealt with any broker or agent in connection with this transaction other than Clinton Parker and Marc Flynn of Brown Gibbons Lang & Company, to whom Sellers and Buyer shall each pay a portion of the commission in amounts mutually agreed by Sellers and Buyer pursuant to a separate agreement if, as and when the Closing and funding occur, but not otherwise. | brokers | Given the provision, provide with the correct label for the given provision |
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER SHALL NOT ASSERT, AND BORROWER HEREBY WAIVES, ANY CLAIM AGAINST LENDER OR ANY OTHER INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. | waiver of consequential damages | Given the provision, provide with the correct label for the given provision |
The Parties acknowledge that the terms of this Agreement shall be treated as Confidential Information of both Parties. | terms of this agreement | Given the provision, provide with the correct label for the given provision |
Further, Supplier shall, as soon as possible following its notice thereof, advise HSI of any change in manufacturing, sale, packaging, labeling or other legal requirements with respect to the sale and distribution of the Products in the Territory. | compliance with laws | Given the provision, provide with the correct label for the given provision |
Neither the granting of an Option to an employee nor the deductions from his or her Non-Base Compensation shall make such employee a stockholder of the shares of Non-Voting Common Stock covered by an Option under this Incentive ESPP until he or she has purchased and received such shares. | optionees not stockholders | Given the provision, provide with the correct label for the given provision |
Landlord shall be responsible for the first Fifty Thousand Dollars ($50,000.00) of the cost and expense such upgrade to the power supply. | condition of premises | Given the provision, provide with the correct label for the given provision |
The dispute resolution procedures set forth in Article VII of the Separation Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement. | dispute resolutions | Given the provision, provide with the correct label for the given provision |
In the event that any provision of this Agreement is held to be invalid for any reason, that provision shall be severed from this Agreement, and the remainder shall continue to be in full force and effect. | savings clauses | Given the provision, provide with the correct label for the given provision |
The Company shall use the net proceeds from the sale of the Securities solely (1) for general corporate purposes; (2) to fund the transactional expenses related to the acquisition of all of the outstanding issued shares of Sorghum Investment Holdings Limited from certain shareholders of Sorghum; and (3) settlement payment related to the securities class action and derivative action previously disclosed in the SEC Documents.. | use of proceeds | Given the provision, provide with the correct label for the given provision |
Intellectual Property ” - all intellectual and similar Property of a Person, including inventions, designs, patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, registrations and franchises; all books and records describing or used in connection with the foregoing; and all licenses or other rights to use any of the foregoing. | intellectual property | Given the provision, provide with the correct label for the given provision |
The Company is not party to any contract, agreement or arrangement other than this Agreement and as otherwise disclosed in the SEC Reports. | contracts | Given the provision, provide with the correct label for the given provision |
The parties agree to comply with all applicable FCC rules and regulations governing the licenses (“Licenses”) authorizing the operation of the Systems and specifically agree as follows: (i) Reseller shall not represent itself as the licensee of the Systems, and Operator shall, in cooperation with Reseller, take all actions necessary to keep the Licenses in force and shall prepare and submit to the FCC or any other relevant authority all reports, applications, renewals, filings or other documents necessary to keep the Licenses in force and in good standing; (ii) Neither Reseller nor Operator shall represent itself as the legal representative of the other before the FCC, but will cooperate with each other with respect to FCC matters concerning the Licenses; (iii) Reseller shall ensure that all applicable FCC regulations are met with respect to operation of the Systems, and Operator may conduct periodic audits of part or all of Reseller’s operations to ensure full compliance with FCC rules and regulations; (iv) Nothing in this Agreement is intended to diminish or restrict Operator's obligations as an FCC licensee and both parties desire that this Agreement be in compliance with the rules and regulations of the FCC. | fcc compliance | Given the provision, provide with the correct label for the given provision |
This Guaranty will continue to be effective or will be automatically reinstated, as the case may be, if at any time payment of all or part of the Indebtedness is rescinded or must otherwise be restored or returned by Crestmark, including in connection with Borrower's bankruptcy or insolvency. | reinstatements | Given the provision, provide with the correct label for the given provision |
In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to any increased Revolving Commitments made pursuant to this Agreement. | commitments | Given the provision, provide with the correct label for the given provision |
Except where the context otherwise requires, the term “Company” shall include the parent and all subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”). | grant of psus | Given the provision, provide with the correct label for the given provision |
Each Participating Employer shall be identified on Schedule A attached hereto. | participating employers | Given the provision, provide with the correct label for the given provision |
Except as specifically provided herein, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. | third party beneficiaries | Given the provision, provide with the correct label for the given provision |
The Participating Employers shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which are delegated duties, responsibilities, and authority under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Committee and its agents, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which arise as a result of his or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Participating Employer. | indemnifications | Given the provision, provide with the correct label for the given provision |
In the event the Company fails to issue its Conversion Confirmation within said three (3) Business Day time period, the Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Company’s transfer agent, and pursuant to the terms of the Purchase Agreement, the Company’s transfer agent shall issue the applicable Conversion Shares to Holder as hereby provided. | company’s response | Given the provision, provide with the correct label for the given provision |
Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. | electronic communications | Given the provision, provide with the correct label for the given provision |
I am not relying on the Company for tax advice. | tax consequences | Given the provision, provide with the correct label for the given provision |
Schedule 3.11(a) is a complete and correct list of each credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Parent, the Borrower or any of their respective Subsidiaries outstanding on the Restatement Effective Date, and the aggregate principal or face amount outstanding or that is, or may become, outstanding under each such arrangement is correctly described in Schedule 3.11(a) . | material agreements | Given the provision, provide with the correct label for the given provision |
The Board reserves the right to amend this Section 10, including to increase the limit on Annual Awards or Initial Awards or to provide for additional Awards to Outside Directors. | reservation of rights | Given the provision, provide with the correct label for the given provision |
Within three (3) business days following the Effective Date, Seller will deliver or make available to Buyer those documents listed on attached and incorporated Exhibit D (the "Property Information" ), to the extent in Seller's possession. | documents | Given the provision, provide with the correct label for the given provision |
Except as otherwise provided in this Section 3 or in the Employment Agreement, the Option may not be exercised after the Optionee has ceased to be employed or engaged by the Company. | general | Given the provision, provide with the correct label for the given provision |
In order to effect any transfer of all or a portion of this Warrant, the Holder hereof shall deliver to the Company a completed and duly executed Notice of Transfer, in the form attached as Exhibit C hereto. | transfer of warrants | Given the provision, provide with the correct label for the given provision |
Each party’s obligations under this Section 3.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender. | survival | Given the provision, provide with the correct label for the given provision |
Borrower will maintain in force property and casualty insurance on all Collateral and any other property of Borrower, if any, against risks customarily insured against by companies engaged in businesses similar to that of Borrower containing such terms and written by such companies as may be satisfactory to the Bank, such insurance to be payable to the Bank as its interest may appear in the event of loss and to name the Bank as insured pursuant to a standard loss payee clause; no loss shall be adjusted thereunder without the Bank’s approval; and all such policies shall provide that they may not be canceled without first giving at least Thirty (30) days written notice of cancellation to the Bank. | insurances | Given the provision, provide with the correct label for the given provision |