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Any consent required under this Section 12.3(b) shall not be unreasonably withheld or delayed. | consents | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, the provisions of this Section 11(g) shall not apply if the Employee is terminated by the Company without Cause. | non-competitions | Given the provision, provide with the correct label for the given provision |
Six (6) months prior to the expiration of each of the HDGT Units Initial Term, the Exclusive Services Initial Term and the Engineering Services Initial Term, the Parties shall commence good faith discussions for a written extension of such term taking into consideration all prior supply and sourcing arrangements between the Parties. | terms | Given the provision, provide with the correct label for the given provision |
The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this First Amendment. | confirmations | Given the provision, provide with the correct label for the given provision |
The right to any remedy based upon such representations and warranties shall not be affected by any investigation conducted with respect to, or any knowledge acquired at any time, whether before or after execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of any such representation or warranty. | survival of representations | Given the provision, provide with the correct label for the given provision |
The Participant acknowledges that the loss of the Travelers Group’s employees could adversely affect its operations and jeopardize the goodwill that has been established through these employees, and that the Travelers Group therefore has a legitimate interest in preventing the solicitation of its employees. | non-solicitation of employees | Given the provision, provide with the correct label for the given provision |
The Company reserves the right to revise the Agreement as it deems necessary or advisable, in its sole discretion and without the consent of the Participant, to comply with other Applicable Laws. | modifications to the agreement | Given the provision, provide with the correct label for the given provision |
Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. | reliance by agents | Given the provision, provide with the correct label for the given provision |
Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance, Borrower (via an individual duly authorized by an Administrator) shall notify Bank (which notice shall be irrevocable) by electronic mail by 12:00 p.m. Eastern time on the Funding Date of the Advance. | advances | Given the provision, provide with the correct label for the given provision |
Any further written publication, news release or other written public announcement relating to this Agreement, any other Transaction Document or the performance hereunder or thereunder shall require mutual agreement and first be reviewed and approved by both Parties; provided , however , that, subject to the last paragraph of Section 10.3, any disclosure which is required by Applicable Law as advised by the disclosing Party’s counsel may be made without the prior consent of the other Party, although the other Party shall be given prompt notice of any such legally required disclosure and the disclosing Party shall use commercially reasonable efforts to provide the other Party an opportunity to discuss and comment on the proposed disclosure and consider such comments in good faith before making such disclosure. | exhibit h | Given the provision, provide with the correct label for the given provision |
Provided that no Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan , or on any Business Day with respect to Domestic Rate Loans , convert or continue any such loan into a loan of another type in the same aggregate principal amount provided that any conversion or continuation of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan . | continuations | Given the provision, provide with the correct label for the given provision |
The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. | non-public information | Given the provision, provide with the correct label for the given provision |
If, during the twelve (12)-month period beginning on the date of an Employee’s Severance from Service, the Employee shall return to the employment of a Participating Employer by completing at least one (1) Hour of Employment within such twelve (12)-month period, then such Employee will not have a Break in Service and shall receive Service for the period beginning on the date of his Severance from Service and ending on the date of his reemployment; provided, however, that in the case of an Employee who is absent from the employment of the Participating Employers for a reason specified in Section 2.01(mm)(1)(ii) hereof and who, prior to the first anniversary of the first date of such absence, incurs a Severance from Service for a reason specified in Section 2.01(mm)(1)(i ) hereof, such Employee shall receive Service only if he completes at least one (1) Hour of Employment within the twelve (12)-month period beginning on the first date of such absence and shall receive such Service only for the period beginning on the first day of such absence and ending on the date of his reemployment. | break in service | Given the provision, provide with the correct label for the given provision |
Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. | exercise of warrants | Given the provision, provide with the correct label for the given provision |
Substantial Risk of Forfeiture shall have the meaning specified in Treas. | substantial risk of forfeiture | Given the provision, provide with the correct label for the given provision |
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. | governing laws | Given the provision, provide with the correct label for the given provision |
If the Executive dies before Separation from Service and prior to Normal Retirement Age, the Company shall distribute to the Beneficiary the benefit described in this Section 3.1. | death during active service | Given the provision, provide with the correct label for the given provision |
The Released Parties specifically denies and disclaims any such liability or wrongful acts. | non-admissions | Given the provision, provide with the correct label for the given provision |
The Purchase Price, as increased or decreased by prorations and adjustments as herein provided, shall be payable in full at Closing in cash by wire transfer of immediately available federal funds to a bank account designated by Title Company (as such term is defined in Section 1.6 hereof) in writing to Purchaser prior to the Closing. | payment of purchase price | Given the provision, provide with the correct label for the given provision |
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. | radon gas | Given the provision, provide with the correct label for the given provision |
Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. | accountings | Given the provision, provide with the correct label for the given provision |
In respect of any Qualified Termination that occurs upon or after but not more than twenty-four (24) months following a Change in Control, outplacement services suitable to Participant’s position until the earlier of (A) the end of the Severance Payment Period and (B) the Participant’s acceptance of an offer of full-time employment from a subsequent employer. | outplacement services | Given the provision, provide with the correct label for the given provision |
No Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Deposit Account or any Deposit Account which is established and maintained solely for the purpose of holding assets constituting Excluded Collateral set forth in clause (x) or (xi) of the definition thereof) unless a Deposit Account Control Agreement with respect to such Deposit Account shall have been executed and delivered to the Administrative Agent. | deposit accounts | Given the provision, provide with the correct label for the given provision |
If Sellers are released pursuant to this Section, Buyer shall deliver an instrument confirming such release promptly upon demand of a Seller. | seller’s remedies | Given the provision, provide with the correct label for the given provision |
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. | usury | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, nothing in this Guaranty shall limit the rights of Seller to make any distributions, or the rights of Guarantor, directly or indirectly, to cause the Seller to make distributions in respect of membership or other ownership interests in the Seller or any of Guarantor’s direct or indirect Subsidiaries under their respective organizational documents, subject to and in accordance with such organizational documents and all Requirements of Law, except to the extent otherwise expressly provided in any Transaction Document, including, without limitation, Section 14(l) of the Repurchase Agreement. | subrogation | Given the provision, provide with the correct label for the given provision |
All such financial statements, including related schedules and notes, were prepared in accordance with GAAP except as disclosed therein. | financial conditions | Given the provision, provide with the correct label for the given provision |
The hours worked by and payments made to employees of any Group Member have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters in any manner which would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. | labor matters | Given the provision, provide with the correct label for the given provision |
A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. | tax indemnifications | Given the provision, provide with the correct label for the given provision |
To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (b), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders). | alternative rate of interest | Given the provision, provide with the correct label for the given provision |
This Agreement reflects the entire agreement of the parties relative to the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings, statements, representations, or promises except the Employment Agreement, as referenced above. | entire agreements | Given the provision, provide with the correct label for the given provision |
Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including describing such property as “all assets” or “all personal property” and may add thereto “whether now owned or hereafter acquired.” The Additional Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof. | financing statements | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything to the contrary in this Agreement, any failure to complete such Undertakings (including any inaccuracy of a representation or warranty as a result of matters subject to such Undertaking) shall not constitute a Default or an Event of Default (or breach of representation) until such applicable time period has expired. | post-closing undertakings | Given the provision, provide with the correct label for the given provision |
If the Executive’s employment shall be terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall receive from the Company: (a) any earned but unpaid Base Salary through the Date of Termination, paid in accordance with the Company’s standard payroll practices; (b) any Incentive Bonus earned but unpaid for a prior fiscal year, paid in accordance with Section 2.2 (including payment timing); (c) reimbursement for any unreimbursed expenses properly incurred and paid in accordance with Section 1.3 hereof through the Date of Termination; (d) payment for any accrued but unused vacation time in accordance with Company policy; (e) all stock options and restricted stock previously granted to the Executive that have vested in accordance with the terms of such grants; and (f) such vested accrued benefits, and other payments, if any, as to which the Executive (and his eligible dependents) may be entitled under, and in accordance with the terms and conditions of, the employee benefit arrangements, plans and programs of the Company as of the Date of Termination, other than any severance pay plan (such amounts and benefits set forth in clauses (a) though (f) being referred to hereinafter as the “ Amounts and Benefits ”), and the Company shall have no further obligation with respect to this Agreement other than as provided in Sections 6.5, 7 and 8 hereof. | termination for cause or without good reason | Given the provision, provide with the correct label for the given provision |
The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. | beneficial ownership | Given the provision, provide with the correct label for the given provision |
The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. | refusal to transfer | Given the provision, provide with the correct label for the given provision |
Except as provided in the following sentence, payments received by Bank from Borrower under this Agreement will be made free and clear of and without deduction for any and all Taxes. | withholdings | Given the provision, provide with the correct label for the given provision |
(a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. | fees | Given the provision, provide with the correct label for the given provision |
Notices and other communications to the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging 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, the Swing Line Lender or the L/C Issuer pursuant to Article II if such Lender, the Swing Line 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 |
Employee shall use his reasonable efforts to ensure that the duties and responsibilities are timely performed in accordance with SEC filing deadlines and, as applicable, with such other deadlines that the Company’s Board of Directors in its sole discretion may otherwise designate. | duties | Given the provision, provide with the correct label for the given provision |
Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement. | defined terms | Given the provision, provide with the correct label for the given provision |
The amount, if any, of the Subjective Bonus payable to each participant in this Discretionary Bonus Plan shall be determined by the Compensation Committee in its sole discretion based upon subjective criteria described below. | administration | Given the provision, provide with the correct label for the given provision |
Manufacturer shall either, at Company’s option, replace all properly rejected API within [*] after its receipt of notice of such rejection at no additional cost to Company or its designee (including transportation costs) or refund any amounts Company paid for such properly rejected API. | rejections | Given the provision, provide with the correct label for the given provision |
By accepting the Stock Option, you hereby waive any and all rights to compensation or damages as a result of the termination of employment with Boston Scientific Corporation and the Employer for any reason whatsoever, insofar as those rights result or may result from (i) the loss or diminution in value of such rights or entitlements under the Plan, or (ii) your ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination. | waiver of termination rights | Given the provision, provide with the correct label for the given provision |
If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.4(d) . | tax treatment | Given the provision, provide with the correct label for the given provision |
All such payments shall be subject to all applicable payroll tax withholdings. | termination by the company without cause | Given the provision, provide with the correct label for the given provision |
In the event that any provision of any paragraph of this Agreement shall be deemed to be invalid or unenforceable for any reason whatsoever, it is agreed such invalidity or unenforceability shall not affect any other provision of such paragraph or of this Agreement, and the remaining terms, covenants, restrictions or provisions in such paragraph and in this Agreement shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable. | severability | Given the provision, provide with the correct label for the given provision |
In addition, during the Term, Executive shall serve as the CPO of the Operating Partnership and the Employer and shall report to the CEO, unless determined otherwise by the Board. | employment | Given the provision, provide with the correct label for the given provision |
The provisions of the following Sections of this Agreement shall survive Closing and shall not be merged into the execution and delivery of the Deed: 2.6; 3.1; 4.5; 5.3; 5.6; 7.3, 8.1; 9.4; 10.1; 10.12; 10.15; 10.16; 10.22; 10.23; and 10.24. | survival | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, at any time after the Advisor has received a Change of Control Notice, the Company shall have the right to terminate this Agreement during any period following a Change of Control immediately upon (i) written notice to the Advisor and (ii) payment to the Advisor in cash of the remaining amounts that would have been payable to the Advisor through the date that is six (6) months following the Advisor’s receipt of the Change of Control Notice. | change of control | Given the provision, provide with the correct label for the given provision |
Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). | c commitments | Given the provision, provide with the correct label for the given provision |
The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more shares than otherwise permitted under the Exchange Cap if such issuance would require stockholder approval under the rules or regulations of the Principal Market. | compliance with principal market rules | Given the provision, provide with the correct label for the given provision |
Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. | notices | Given the provision, provide with the correct label for the given provision |
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Units pursuant to this Agreement shall be obtained and effective as of such Closing. | qualifications | Given the provision, provide with the correct label for the given provision |
If the Plan is or becomes a "top-heavy plan" in any Plan Year or is automatically deemed to be a "top- heavy plan" in accordance with the Employer's selection in Subsection 1.22(a)(1) of the Adoption Agreement, the provisions of this Article shall apply and shall supersede any conflicting provision in the Plan. | applications | Given the provision, provide with the correct label for the given provision |
Furnish Agent within thirty (30) days after the end of each month (other than each March, June, September or December) an unaudited consolidated balance sheet, statements of income on a consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, subject to normal and recurring quarter-end and year-end adjustments. | monthly financial statements | Given the provision, provide with the correct label for the given provision |
The Holder understands that its investment in the Exchange Notes involves a high degree of risk. | risks | Given the provision, provide with the correct label for the given provision |
The Executive may terminate Executive’s employment during the Term for Good Reason by delivering a Notice of Termination to the Company in accordance with Section 6.8 within 60 days of the occurrence of the event purported to constitute “Good Reason” hereunder. | termination for good reason | Given the provision, provide with the correct label for the given provision |
Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time following the earlier of (i) the 180th calendar day after the Issue Date or (ii) the date in which the Borrower has an effective registration statement covering the Holder’s resale of the Borrower’s common stock underlying all or a part of this Note, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 5:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower. | mechanics of conversion | Given the provision, provide with the correct label for the given provision |
All present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Credit Agreement or any other Loan Document. | other taxes | Given the provision, provide with the correct label for the given provision |
Each of Purchaser and Seller shall provide the other (and such other’s Representatives) with reasonable access during normal business hours to any books, records and working papers as the other may reasonably request in connection with the preparation and review of the Adjustment Statement and the determination of the Post-Closing Adjustment pursuant to this Section 3.2. | cooperation | Given the provision, provide with the correct label for the given provision |
Except as set forth on Schedule 9.1.19 , no Borrower or Subsidiary is party to any management agreement or consulting agreement. | labor relations | Given the provision, provide with the correct label for the given provision |
Neither Party shall have any obligation to execute any amendment to the initial or any subsequent version of the Transition Services Schedule. | additional services | Given the provision, provide with the correct label for the given provision |
One or more judgments or decrees shall be entered against any Loan Party involving in the aggregate a liability (which liability is not paid or is not covered by available insurance as acknowledged in writing by the provider of such insurance or as certified to the Administrative Agent by the Insurance Consultant) of $1,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof. | judgments | Given the provision, provide with the correct label for the given provision |
The Bank and the Company hereby agree to continue to employ the Executive to serve as the Chief Executive Officer of the Bank and the Company. | terms | Given the provision, provide with the correct label for the given provision |
Purchaser does not have any knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect to the transactions contemplated by this Agreement. | brokers | Given the provision, provide with the correct label for the given provision |
If there is a conflict between the Plan, this Agreement, or any other agreement with the Participant governing this Option, those documents will take precedence and prevail in the following order: (a) the Plan, (b) the Agreement, and (c) any other agreement between the Company and the Participant governing this Option. | grants | Given the provision, provide with the correct label for the given provision |
AMENDMENT TO AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT , dated as of August 25, 2016 (this “ Amendment ”), among THE SCOTTS COMPANY LLC , a limited liability company organized under the laws of Ohio (the “ Company ”), THE SCOTTS MIRACLE-GRO COMPANY , a company organized under the laws of Ohio (the “ Parent ”), THE BANKS PARTY HERETO and MIZUHO BANK, LTD. , as administrative agent (together with its permitted successors in such capacity, the “ Administrative Agent ”). | second | Given the provision, provide with the correct label for the given provision |
Other than in relation to the Contemplated Transactions, the Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. | manipulation of prices | Given the provision, provide with the correct label for the given provision |
If no beneficiary has been designated or survives the Participant, any payment due to the Participant shall be made to the Participant’s estate. | beneficiaries | Given the provision, provide with the correct label for the given provision |
The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of any series of Preferred Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (a) the Conversion Ratio of such series of Preferred Stock then in effect and (b) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of such series of Preferred Stock. | certificate as to adjustments | Given the provision, provide with the correct label for the given provision |
Administrative Agent and Lenders hereby notify the Loan Parties that pursuant to the requirements of the Patriot Act, Administrative Agent and Lenders are required to obtain, verify and record information that identifies each Loan Party, including its legal name, address, tax ID number and other information that will allow Administrative Agent and Lenders to identify it in accordance with the Patriot Act. | patriot act notice | Given the provision, provide with the correct label for the given provision |
Consummation of the purchase and sale of the Colorado Springs Acquired Assets shall take place not later than July 16, 2018 or such other date as is mutually agreed to by the Parties (“ Colorado Springs Closing Date ”). | closing dates | Given the provision, provide with the correct label for the given provision |
Reg. | termination of services | Given the provision, provide with the correct label for the given provision |
For purposes of satisfying a Participant’s withholding or employment-related tax obligation, shares of Common Stock withheld by the Company or Previously Acquired Shares tendered or covered by an attestation will be valued at their Fair Market Value on the Tax Date. | special rules | Given the provision, provide with the correct label for the given provision |
The term of a Stock Appreciation Right granted under the Plan shall be determined by the Committee; provided, however , no Stock Appreciation Right shall be exercisable later than the tenth anniversary of the Grant Date. | term of stock appreciation rights | Given the provision, provide with the correct label for the given provision |
At the request of Heartland, FBLB agrees to terminate any Plans as of the Effective Time on terms reasonably acceptable to Heartland. | general | Given the provision, provide with the correct label for the given provision |
No license or approval is required for Administrative Agent’s use of any software or other computer program used by Master Servicer, any Originator or any Sub-Servicer in the servicing of the Receivables, other than those which have been obtained and are in full force and effect. | servicing programs | Given the provision, provide with the correct label for the given provision |
The Guarantor shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and similar governmental charges imposed on it, its incomes, profits or properties, except where (i) the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves to the extent required by GAAP with respect thereto have been provided on the books of the Guarantor or (ii) the nonpayment of all such taxes, assessments and charges in the aggregate would not reasonably be expected to have a Material Adverse Effect. | payment of taxes | Given the provision, provide with the correct label for the given provision |
The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. | mandatory registration | Given the provision, provide with the correct label for the given provision |
The accounting shall be deemed correct and conclusive unless Seller makes written objection to Buyer within thirty (30) days after Buyer delivers the accounting to Seller. | accountings | Given the provision, provide with the correct label for the given provision |
Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Lender or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or any Australian Borrower or any of its respective properties in the courts of any jurisdiction. | submission to jurisdiction | Given the provision, provide with the correct label for the given provision |
The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. | nature of restricted stock units | Given the provision, provide with the correct label for the given provision |
There has been no violation of any of the provisions of the Company Constituent Documents, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company Member or the Company Board. | constituent documents | Given the provision, provide with the correct label for the given provision |
Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee, affiliate or person acting on its behalf, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Units, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any person currently subject to any U.S. sanctions. | ofac | Given the provision, provide with the correct label for the given provision |
If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “ Maximum Number of Securities ”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) ( pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) holds prior to such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities. | reduction of underwritten offering | Given the provision, provide with the correct label for the given provision |
Except as provided in Section 4.6 hereof regarding the grant of Awards pursuant to the Non- Employee Director Equity Compensation Policy, no Eligible Individual shall have any right to be granted an Award pursuant to the Plan. | participations | Given the provision, provide with the correct label for the given provision |
If the Letter of Credit held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non ‑renewal given by the issuing bank), Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord not later than thirty (30) days prior to the expiration date of the Letter of Credit then held by Landlord. | general provisions | Given the provision, provide with the correct label for the given provision |
Nothing in the Plan or in this Letter Agreement shall invalidate any cash bonus plan approval by the Board or a Committee of the Board providing for higher payments in the event extraordinary or “stretch” goals are met. | performance bonus | Given the provision, provide with the correct label for the given provision |
In no event shall the liability of any holder of Securities or permitted successor in connection with any Underlying Shares and Warrant Shares included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Purchaser upon the sale of the Incentive Shares and Underlying Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. | piggy-back registrations | Given the provision, provide with the correct label for the given provision |
Except as otherwise provided in an Award Agreement, unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination; and (ii) if a Participant undergoes a Termination of employment, but such Participant continues to provide services to the Company Group in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the Plan. | terminations | Given the provision, provide with the correct label for the given provision |
The obligations of the Executive pursuant to the 2006 Proprietary Rights Agreement, the 2011 Proprietary Rights Agreement, the respective obligations of the parties pursuant to Sections 4(f)(iii), 4(g), and 5 through 19 of this Agreement shall each survive any termination or expiration of this Agreement, or any termination or resignation of the Executive’s employment, as the case may be, in accordance with the applicable statute of limitations period(s). | survival | Given the provision, provide with the correct label for the given provision |
The Company may assign its rights hereunder. | assignments | Given the provision, provide with the correct label for the given provision |
The CEO will resolve any and all questions regarding interpretation and/or administration of the Plan. | plan interpretations | Given the provision, provide with the correct label for the given provision |
The purpose of this fee is to compensate the Bank for reserving the Bank funds necessary to make the Loan contemplated herein. | commitment fees | Given the provision, provide with the correct label for the given provision |
The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not be sold, exchanged, transferred, assigned, pledged, encumbered or otherwise disposed of or hypothecated in any way by the Participant (or any beneficiary of the Participant who holds the Option as a result of a Transfer by will or by the laws of descent and distribution), other than by testamentary disposition by the Participant or the laws of descent and distribution. | non-transferability | Given the provision, provide with the correct label for the given provision |
Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period for such Lender in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the total Revolving Exposures exceeding the total Revolving Commitments. | revolving loans | Given the provision, provide with the correct label for the given provision |
This Sublease has been negotiated, executed and delivered in the Commonwealth of Massachusetts, and the parties agree that the rights and obligations of the parties under this Sublease shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. | governing laws | Given the provision, provide with the correct label for the given provision |
Purchaser and Seller shall have mutually delivered an executed and completed confirmation substantially in the form of Exhibit II hereto (a “ Confirmation ”). | confirmations | Given the provision, provide with the correct label for the given provision |
Any such closures, alterations or additions will be subject to the terms of Section 19.5.2 below. | common areas | Given the provision, provide with the correct label for the given provision |