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Unless a Participant files a new enrollment form or withdraws from the Plan, such Participant’s deductions and purchases will continue at the same percentage of Compensation for future Offerings, provided he or she remains eligible. | enrollment | Given the provision, provide with the correct label for the given provision |
If any provision of the Plan conflicts with the requirements of Code Section 409A, the requirements of Section 409A will supersede any such Plan provision. | compliance with code section 409a | Given the provision, provide with the correct label for the given provision |
Any such increase shall not reduce or limit any other obligation of the Company hereunder. | base salary | Given the provision, provide with the correct label for the given provision |
Each of the Administrative Agent and each of the other Purchaser Parties hereby notifies the Seller and the Servicer that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. | usa patriot act | Given the provision, provide with the correct label for the given provision |
The Collateral Trustee shall be entitled to advice of counsel of its selection, at the reasonable expense of the Grantors, concerning all matters pertaining to its rights, powers and duties. | delegation of duties | Given the provision, provide with the correct label for the given provision |
No fractional Shares shall be delivered to the Participant. | delivery of shares | Given the provision, provide with the correct label for the given provision |
Subject to the terms and conditions set forth herein, you will receive a payment in the amount of $[●] (the “Retention Bonus”), subject to the Company’s receipt of your countersignature on this Agreement. | retention bonus | Given the provision, provide with the correct label for the given provision |
Je reconnais avoir expressément exigé la rédaction en anglais de l’entente, ainsi que de tous documents exécutés, avis donnés ou procédures judiciaires intentées, directement ou indirectement, relatifs à, ou suite à, l’entente. | use of english language | Given the provision, provide with the correct label for the given provision |
Landlord shall not withhold its consent to the Final Space Plan except in the case of a Design Problem. | final space plan | Given the provision, provide with the correct label for the given provision |
Throughout the period from the Effective Date through and including the Closing Date, Seller shall give Purchaser prompt written notice of any representation and warranty made by Seller in this Agreement which becomes materially inaccurate or incorrect, to the extent Seller obtains knowledge of such inaccuracy or incorrectness. | warranties | Given the provision, provide with the correct label for the given provision |
Notices to the other parties to this 2018-1 Servicing Supplement shall be delivered as provided in Section 6.5 of the Basic Servicing Agreement. | notices | Given the provision, provide with the correct label for the given provision |
In addition, each Lender may, at its option, fund its portion of a Loan requested by a Foreign Borrower to the Administrative Agent by causing any foreign or domestic branch or affiliate of such Lender to provide such funding; provided that any exercise of such option shall not affect the obligation of such Foreign Borrower to repay such Loan in accordance with the terms of this Agreement, and such Lender and its affiliate or branch shall cooperate and communicate with the Administrative Agent in order to coordinate such arrangement. | discretion of lenders as to manner of funding | Given the provision, provide with the correct label for the given provision |
Unless otherwise determined by the Committee, a Participant may maintain no more than five Specified Date Accounts. | specified date accounts | Given the provision, provide with the correct label for the given provision |
The “ Early Termination Payment ” payable to a TRA Payment Recipient pursuant to Section 4.3(a) shall equal the present value, discounted at the Early Termination Rate as determined as of the Early Termination Reference Date, of all Tax Benefit Payments that would be required to be paid by the Corporation to such TRA Payment Recipient, whether payable with respect to Common Units that were Exchanged prior to the Early Termination Effective Date or on or after the Early Termination Effective Date, beginning from the Early Termination Effective Date and using the Valuation Assumptions. | amount of payments | Given the provision, provide with the correct label for the given provision |
(615) 725-8530) (email: doug.gwin@nissan-usa.com), Attention: Treasurer; NMAC, at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. | notices | Given the provision, provide with the correct label for the given provision |
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same Agreement. | counterparts | Given the provision, provide with the correct label for the given provision |
Notwithstanding the assignment contained in such Security Instruments, except after the occurrence and during the continuance of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower or its Subsidiaries, as applicable and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower or its Subsidiaries, as applicable. | disposition of proceeds | Given the provision, provide with the correct label for the given provision |
The existence of this right shall not preclude any other rights or remedies at law or in equity that Employer may have, including monetary relief. | remedies | Given the provision, provide with the correct label for the given provision |
Notwithstanding any provision of the Agreement, the Award shall be subject to any special terms and conditions set forth in the Appendix to this Award Agreement for your country. | appendix | Given the provision, provide with the correct label for the given provision |
If the Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, the Owner Trustee alone shall have the power to make such appointment. | appointment of co-trustee or separate trustee | Given the provision, provide with the correct label for the given provision |
If the Borrower shall elect to have multiple Interest Periods apply to any such particular Borrowing comprised of Eurodollar Loans, then, from and after the date such multiple Interest Periods commence, such particular Borrowing shall, for all purposes of this Agreement (including, for purposes of subsequent application of this sentence), be deemed to constitute a number of separate Borrowings (each originally commencing on the same date as such particular Borrowing) equal to the number of, and corresponding to, the different Interest Periods so selected, each such deemed separate Borrowing corresponding to a particular selected Interest Period comprised of (subject to subsequent conversion in accordance with this Agreement) Eurodollar Loans in an aggregate principal amount equal to the portion of such particular Borrowing so elected by the Borrower to have such Interest Period. | conversions | Given the provision, provide with the correct label for the given provision |
If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives no- tice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. | successor administrative agents | Given the provision, provide with the correct label for the given provision |
All salaries, wages and other compensation and benefits payable to each officer, director, agent, member, manager, employee, consultant, or independent contractor of the Company has been accrued and paid by the Company when due for all periods through the Closing Date and will have been paid by the Company when due for all periods through the Closing Date. | employees | Given the provision, provide with the correct label for the given provision |
Any Additional Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the Cash Flow Agent, the Cash Flow Secured Parties, any other Additional Agent or any Additional Secured Parties represented by any other Additional Agent, or any other Person. | agent for perfection | Given the provision, provide with the correct label for the given provision |
The Company (on behalf of itself or any Subsidiary Borrower) shall deliver to the Administrative Agent and the Swing Line Bank a Borrowing/Election Notice, signed by it, not later than (x) 12:00 noon (Chicago time) on the Borrowing Date of each Swing Line Loan to be made in Dollars and (y) 12:00 noon (London time) one (1) Business Day prior to the Borrowing Date of each Swing Line Loan to be made in euro, specifying (i) the applicable Borrower, (ii) the applicable Borrowing Date (which date shall be a Business Day and which may be the same date as the date the Borrowing/Election Notice is given), (iii) the Agreed Currency applicable thereto and (iv) the aggregate amount of the requested Swing Line Loan which shall be a Dollar Amount not less than $500,000 and increments of $500,000 in excess thereof. | borrowings | Given the provision, provide with the correct label for the given provision |
Each Partner acknowledges and agrees that the information contained in the books and records of the Partnership is confidential and, except in the course of such Partner performing such duties as are necessary for the Partnership and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, at all times such Partner shall keep and retain in the strictest confidence and shall not disclose to any Person any confidential matters of the Partnership or any Person included within the Och-Ziff Group and their respective Affiliates and successors and the other Partners, including, without limitation, the identity of any Investors, confidential information concerning the Partnership, any Person included within the Och-Ziff Group and their respective Affiliates and successors, the General Partner, the other Partners and any fund, account or investment managed by any Person included within the Och-Ziff Group, including marketing, investment, performance data, fund management, credit and financial information, and other business or personal affairs of the Partnership, any Person included within the Och-Ziff Group and their respective Affiliates and successors, the General Partner, the other Partners and any fund, account or investment managed directly or indirectly by any Person included within the Och-Ziff Group learned by the Partner heretofore or hereafter. | confidentiality | Given the provision, provide with the correct label for the given provision |
The addresses for such notices and communications are such other address as may be designated in writing, in the same manner, by such Person. | notices | Given the provision, provide with the correct label for the given provision |
Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree. | closings | Given the provision, provide with the correct label for the given provision |
All of the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non‑assessable. | subsidiaries | Given the provision, provide with the correct label for the given provision |
In the absence of a Quorum, the Representative(s) of the Executive Committee so present may adjourn the meeting until a Quorum is present. | quorum | Given the provision, provide with the correct label for the given provision |
Agent is hereby directed to apply amounts deposited in the Agent Controlled Account and which are allocable to the transactions contemplated by this Agreement as follows: first, to payment of costs and expenses of Agent and Purchasers payable or reimbursable by Companies under this Agreement or any Related Agreement; second, to payment of all accrued unpaid interest on the Notes; third, to payment of principal of the Notes then due and payable; fourth, to payment of any other amounts owing constituting Liabilities (as such term is defined in Section 13.16 below) then due and payable; and fifth, absent the occurrence and continuation of an Event of Default, in accordance with Section 5.3 below. | application of proceeds | Given the provision, provide with the correct label for the given provision |
Any reference to the DGCL or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned. | interpretations | Given the provision, provide with the correct label for the given provision |
EMPLOYEE acknowledges that it is EMPLOYEE’s responsibility to make a timely election to continue his own personal participation in EMPLOYER’s group health insurance plan pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). | cobra benefits | Given the provision, provide with the correct label for the given provision |
Such allocation of value shall be as set forth in Schedule 2.3 as adjusted to reflect adjustments to the Purchase Price in accordance with Section 2.2 . | allocation of purchase price | Given the provision, provide with the correct label for the given provision |
Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall automatically bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws, whether or not allowed in such a proceeding) payable in Cash on demand at a rate that is two percent (2.0%) per annum in excess of the interest rate otherwise payable hereunder with respect to the Loans (the “ Default Rate ”). | default interests | Given the provision, provide with the correct label for the given provision |
Your employment hereunder shall terminate upon the occurrence of your death. | termination due to death or disability | Given the provision, provide with the correct label for the given provision |
No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Award granted prior to the termination of the Plan. | effect of amendment or termination | Given the provision, provide with the correct label for the given provision |
A termination by Employer in accordance with this Section 6.2 shall not be deemed a breach of this Agreement. | termination by employer without cause | Given the provision, provide with the correct label for the given provision |
In the event any attorney is employed by either party to this Warrant with regard to any legal or equitable action, arbitration or other proceeding brought by such party for the enforcement of this Warrant or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Warrant, the prevailing party in such proceeding will be entitled to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled. | attorney fees | Given the provision, provide with the correct label for the given provision |
Each Lender hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. | usa patriot act | Given the provision, provide with the correct label for the given provision |
Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth , to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Appropriate Lenders pro rata in accordance with the applicable Commitments hereunder. | defaulting lender waterfall | Given the provision, provide with the correct label for the given provision |
Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the optionee. | method of exercise | Given the provision, provide with the correct label for the given provision |
Licensor shall indemnify, defend, and hold harmless Company and the Subsequent Funds and their respective Related Parties from and against all losses, liabilities, clams, damages, penalties, fines, judgments, awards, settlements, taxes and out-of-pocket costs, fees and expenses (including reasonable out-of-pocket attorneys’ fees) ( “Losses ”) to the extent relating to or arising under any claim or action against Company based upon any use by Company or any Subsequent Fund of any of the Licensed Marks (including for any actual or alleged infringement of any trademark property rights of any person or entity arising therefrom), except to the extent solely resulting from Company’s (or any Subsequent Fund’s) breach of any material representation, warranty, provision, or obligation of this Agreement. | infringement claims | Given the provision, provide with the correct label for the given provision |
The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as any other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. | further assurances | Given the provision, provide with the correct label for the given provision |
Except for those purchases, acquisitions and other transactions described in Schedule 3 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind. | extraordinary transactions | Given the provision, provide with the correct label for the given provision |
The Loan Documents set forth the entire agreement among the parties hereto relating to the transactions contemplated thereby (except with respect to agreements relating solely to compensation, consideration and the coordinated syndication of the Loan) and supersede any prior oral or written statements or agreements with respect to such transactions. | integration | Given the provision, provide with the correct label for the given provision |
The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. | disclosures | Given the provision, provide with the correct label for the given provision |
The ONEM Shareholders are the record and beneficial owners of the ONEM Shares. | ownership of shares | Given the provision, provide with the correct label for the given provision |
The Administrative Agent may also require that any such documents and signatures delivered by telecopy or other electronic image scan transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopy or other electronic image scan transmission. | counterparts | Given the provision, provide with the correct label for the given provision |
Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day. | payment for purchase shares | Given the provision, provide with the correct label for the given provision |
Each Plan is in compliance in all material respects with its terms and the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. | employee benefit plans | Given the provision, provide with the correct label for the given provision |
The Principal and any other amounts payable to Purchaser hereunder, shall be due and payable to Purchaser on May 21, 2016 (the “ Maturity Date ”). | maturity dates | Given the provision, provide with the correct label for the given provision |
Since the Applicable Date, the Inventory has been maintained in the ordinary course of business consistent with past practice. | inventory | Given the provision, provide with the correct label for the given provision |
The annual incentive compensation paid to you under the Executive Bonus Plan for the Company’s 2018 fiscal year, if any, will be pro-rated based on your time of service during such fiscal year. | compensation | Given the provision, provide with the correct label for the given provision |
Unless the Eligible Employee shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Payments by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). | parachute payments | Given the provision, provide with the correct label for the given provision |
Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. | third parties | Given the provision, provide with the correct label for the given provision |
No provisions in the Plan shall narrow the restrictions of, or terminate, the Restrictive Covenant Agreement and in the event of any inconsistency between the Restrictive Covenant Agreement and the Plan, the Restrictive Covenant Agreement shall govern. | restrictive covenant agreements | Given the provision, provide with the correct label for the given provision |
The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. | employee relations | Given the provision, provide with the correct label for the given provision |
Except as disclosed in Schedule 3(e), neither the Company nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any Certificate of Designation, Preferences and Rights of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. | no conflicts | Given the provision, provide with the correct label for the given provision |
If at any time the aggregate outstanding principal amount of Revolving Credit Loans exceed the Revolving Credit Commitment, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Loans and other extensions of credit under this Agreement in an amount equal to such excess with each such repayment applied to the principal amount of outstanding Revolving Credit Loans. | mandatory prepayments | Given the provision, provide with the correct label for the given provision |
Furthermore, in lieu of each illegal, unenforceable, or void provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, enforceable, or void provision as may be possible and be legal, enforceable and valid. | severability | Given the provision, provide with the correct label for the given provision |
None of the Parties shall assign this Agreement or, except as expressly set forth herein, any of its rights hereunder without the prior written consent of the Company and the Servicer. | assignments | Given the provision, provide with the correct label for the given provision |
Schedule C sets forth all Material Contracts to which any Corporate Obligor is a party or is bound as of the Closing Date. | material contracts | Given the provision, provide with the correct label for the given provision |
Seller will promptly notify Buyer if Seller, the Company or any of their respective Affiliates receives any such inquiries, proposals or offers and provide Buyer with a copy of any written correspondence, proposals or offers. | exclusivity | Given the provision, provide with the correct label for the given provision |
For the avoidance of doubt, the Options may not be exercised any period during which the Form S-8 on file with respect to the Plan is not effective. | restrictions on exercise | Given the provision, provide with the correct label for the given provision |
A certificate or certificates for the Shares subject to the Award or portion thereof shall be issued in the name of the Participant or his or her beneficiary (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall be provided) within 70 days following the date the Award or portion thereof has been earned in accordance with the terms of this Agreement; provided that the following shall apply: (i) in the event the Award is earned following completion of the Performance Period as described in Section 4 and Schedule A, herein, the Shares shall be distributable no later than 70 days following the completion of the Performance Period; (ii) in the event the Award is earned pursuant to Section 5(b) herein, the Shares shall be distributable no later than 70 days following the completion of the Performance Period; and (iii) in the event that the Award is earned pursuant to Section 13 herein, the Shares shall be distributable no later than 70 days following the occurrence of the Change of Control (as defined for these purposes under Code Section 409A) in the case of payment pursuant to Section 13(a)(i) or Section 13(a)(ii) (if the payment event is a Change in Control) or within 70 days of the Participant’s Termination Date if the payment event pursuant to Section 13(a)(ii) is the Participant’s termination of employment or service. | settlement of awards | Given the provision, provide with the correct label for the given provision |
Any Investor holding Registrable Securities may elect to withdraw its request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to Parent of such request to withdraw prior to the effectiveness of the Registration Statement. | withdrawals | Given the provision, provide with the correct label for the given provision |
Immediately upon the issuance by an Issuing Bank of any Letter of Credit each Revolving Lender shall be deemed to have absolutely, irrevocably and unconditionally purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Revolving Commitment Percentage of the liability of such Issuing Bank with respect to such Letter of Credit and each Revolving Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Bank to pay and discharge when due, such Lender’s Revolving Commitment Percentage of such Issuing Bank’s liability under such Letter of Credit. | revolving lenders’ participation in letters of credit | Given the provision, provide with the correct label for the given provision |
Expenses incurred by the Board in the engagement of such counsel, consultant or agent shall be paid by the Company. | committee responsibilities | Given the provision, provide with the correct label for the given provision |
The Borrower may not assign its obligations under this Note. | assignability | Given the provision, provide with the correct label for the given provision |
This Amendment is not intended to operate as, and shall not be construed as, a waiver of any Default or Event of Default, whether known to the Bank or unknown, as to which all rights and remedies of the Bank shall remain reserved. | no waivers | Given the provision, provide with the correct label for the given provision |
Neither the Company nor any of its affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. | bank holding company act | Given the provision, provide with the correct label for the given provision |
The Seller further represents and warrants that: (i)(A) it recognizes that ownership of the Equity Consideration involves substantial risks, including a risk of total loss of the value of the Equity Consideration, and has taken full cognizance of and understands all of the risk factors related to the ownership of the Equity Consideration; and (B) it has sufficient knowledge and experience in business and investments, including financial, business and tax matters, to be capable of evaluating the merits and risks of ownership in the Buyer and making an informed decision about ownership in the Buyer; or (ii) it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “ 1933 Act ”). | status | Given the provision, provide with the correct label for the given provision |
The headings in these Terms and Conditions are for reference purposes only and shall not affect the meaning or interpretation of these Terms and Conditions or the applicable Award Agreement. | headings | Given the provision, provide with the correct label for the given provision |
Section 1.02 of the Credit Agreement is incorporated herein, mutatis mutandis , as if a part hereof. | construction | Given the provision, provide with the correct label for the given provision |
Bond L/C. | interest payments | Given the provision, provide with the correct label for the given provision |
In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. | incorporation of terms of plan | Given the provision, provide with the correct label for the given provision |
Any earned Annual Bonus that is payable in cash shall be paid in a lump sum, and any earned Annual Bonus that is payable in equity or equity-based awards shall be granted, in any case, by no later than the first March 15 th to occur after the end of the applicable performance period. | annual bonus | Given the provision, provide with the correct label for the given provision |
The Company acknowledges and agrees that is has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in this Agreement. | entire agreements | Given the provision, provide with the correct label for the given provision |
Each action taken by the Board in compliance with the Plan (including each such interpretation and determination of the Board) shall be final, binding and conclusive on all persons. | administration | Given the provision, provide with the correct label for the given provision |
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY. | waiver of jury trials | Given the provision, provide with the correct label for the given provision |
The Acquisition shall have been consummated, or substantially simultaneously with the borrowing under this Agreement shall be consummated, in all material respects in accordance with the terms of the Purchase and Sale Agreement, after giving effect to any modifications, amendments, consents, waivers or requests by you (or your affiliate) thereto, other than those (including the effects of any requests) that are materially adverse to the interests of the Lenders, without the prior consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned). | acquisitions | Given the provision, provide with the correct label for the given provision |
None of the parties shall charge a Third Party with infringement of the Patent Rights without first consulting with the other parties regarding such proposed action; provided that Licensee, upon prior written notification to Licensors, shall be entitled to take such actions (including notifying Third Parties of infringement or instituting a lawsuit) as are reasonably necessary to timely comply with and preserve all rights under the Biologics Price Competition and Innovation Act in the United States and comparable laws in other applicable countries. | information | Given the provision, provide with the correct label for the given provision |
Each of such Employee Benefit Plans complies in all material respects with all applicable requirements of ERISA and all applicable requirements of the Code. | erisa | Given the provision, provide with the correct label for the given provision |
If the Purchaser is an entity, such Purchaser is a corporation, partnership or limited liability company duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. | organizations | Given the provision, provide with the correct label for the given provision |
Each Director shall have one (1) vote; provided, however , that any Riverstone Designee shall be entitled to cast more than one vote under the following circumstances: (i) if any of the Riverstone Designees are not present at such meeting, then the Riverstone Designee or Riverstone Designees present at the meeting shall be given an aggregate number of additional votes equal to the number of Riverstone Designees absent (and such absent Riverstone Designee or Riverstone Designees shall be deemed to have given a proxy to vote at such meeting to any other Riverstone Designee who is present at such meeting) or (ii) if there are any vacancies in the Riverstone Designees, then the remaining Riverstone Designee or Riverstone Designees shall be given an aggregate number of additional votes equal to the number of vacancies of the Riverstone Designees (for example, if the Riverstone Group has only designated one of its three Directors, then that one Riverstone Designee may cast a total of three votes on matters presented to the Board of Directors). | quorum | Given the provision, provide with the correct label for the given provision |
The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. | governing laws | Given the provision, provide with the correct label for the given provision |
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. | governing laws | Given the provision, provide with the correct label for the given provision |
Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time prior to the Maturity Date request increases in the Aggregate Commitments, provided that following any such increase, the Aggregate Commitments do not exceed $75,000,000; and provided further that (x) any such request for an increase shall be in a minimum amount of $5,000,000 and (y) the total number of such requests for an increase shall not exceed three (3). | request for increase | Given the provision, provide with the correct label for the given provision |
Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, expenses, obligations and liabilities of the Company, and no Member or Indemnified Person shall be obligated personally for any such debt, expense, obligation or liability of the Company solely by reason of being a Member or Indemnified Person. | limited liability | Given the provision, provide with the correct label for the given provision |
Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. | taxes | Given the provision, provide with the correct label for the given provision |
In the event any ground lessor, mortgagee, or holder of any security agreement (“ Successor Landlord ”) enforces any of the remedies provided for by law or by such ground lease, mortgage, or security agreement, Tenant will automatically become the tenant of such Successor Landlord without any change in the terms or other provisions of the Lease; provided, however, that such Successor Landlord or successor in interest shall not be bound by: (i) any payment of Base Rent or Additional Rent for more than one (1) month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) any amendment or modification of a term of this Lease, or any waiver of such term, made without the written consent of such Successor Landlord after Tenant is notified in writing that such Successor Landlord holds a lien or other interest encumbering the Building, the Project, the Premises or any interest of Landlord therein; (iii) any offset right that Tenant may have against any former Landlord relating to any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by a former Landlord that occurred before the date of attornment; or (iv) any obligation (A) to pay Tenant any sum(s) that any former Landlord owed to Tenant unless such sums, if any, shall have actually been delivered to Successor Landlord by way of an assumption of escrow accounts or otherwise, (B) with respect to any security deposited with a former Landlord, unless such security was actually delivered to such Successor Landlord or (C) arising from representations and warranties related to a former Landlord. | subordinations | Given the provision, provide with the correct label for the given provision |
Each prepayment of the Loans under this Section 2.7 shall be applied as specified by the Borrower; and each such prepayment shall be paid to the Lenders (subject to Section 2.24(a)(ii) ) in accordance with their respective Pro Rata Shares. | optional prepayments | Given the provision, provide with the correct label for the given provision |
Borrower shall not permit any Foreign Subsidiary to form, create or acquire a Domestic Subsidiary. | additional subsidiaries | Given the provision, provide with the correct label for the given provision |
Borrower acknowledges and agrees that all accrued but unpaid interest under the Existing Agreement shall continue as obligations of Borrower and remain outstanding under this Agreement and the Revolving Notes following the Effective Date. | accrued interest | Given the provision, provide with the correct label for the given provision |
Except as set forth on Section 3.1(g) of the Disclosure Schedule, the issuance and sale of the Preferred Shares and Warrants will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not trigger any anti-dilution or price adjustment rights. | capitalization | Given the provision, provide with the correct label for the given provision |
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder including, without limitation, the issuance of the Shares and the Underlying Shares. | authorizations | Given the provision, provide with the correct label for the given provision |
Notwithstanding this Covenant Not to Sue, either Party may bring a claim against the other Party to enforce this Agreement, and may bring any other claim that cannot legally be waived. | covenant not to sue | Given the provision, provide with the correct label for the given provision |
For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Employee’s consent: (i) a material reduction of Employee’s Base Salary not generally applicable to other executive-level employees of the Company, (ii) a material diminution of Employee’s authority, duties, or responsibilities, (iii) a relocation of Employee’s primary workplace to a location that is more than fifty (50) miles from the location of Employee’s primary workplace as of the date hereof, or (iv) the Company’s material breach of this Agreement. | good reason | Given the provision, provide with the correct label for the given provision |
Each Borrower, jointly and severally, hereby unconditionally promises to pay to Swingline Lender the then unpaid principal amount of each Swingline Loan upon the earlier of (i) the Termination Date and (ii) on or prior to the date that is fifteen (15) Business Days after the making of the relevant Swingline Loan; provided , however , that upon the relevant Borrower’s tendering of the applicable Conversion/Continuation Notice received by the Swingline Lender and the Administrative Agent no later than 11 a.m. (New York City time) on the date of the expiration of (but during) such fifteen (15) Business Day period, and limited to the amount of the unutilized portion of the Revolving Commitments, the relevant Borrower may elect to have such Swingline Loan converted into a Revolving Loan on such date, so long as the conditions precedent set forth in Section 3.2 are met as of the date of such conversion. | repayment of swingline loans | Given the provision, provide with the correct label for the given provision |