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In her capacity as Chief Operating Officer, Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned to her by the Chief Executive Officer (the “CEO”) and the Board of Directors of the Company (the “Board”), including but not limited to, managing the CMC/Tech Operations, Quality and Regulatory functions at the Company, and other corporate efforts, as requested and agreed to with the CEO. | employment | Given the provision, provide with the correct label for the given provision |
I also resigned as a director, officer, or managing director of any of the Company’s subsidiaries or affiliates, and I will execute promptly such documents as the Company may request to effect such resignation. | separation | Given the provision, provide with the correct label for the given provision |
None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state Governmental Authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state Governmental Authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that makes any statement of a material fact made in the Registration Statement or the Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or that requires the making of any changes in the Registration Statement, the Prospectus or documents so that, in the case of the Registration Statement, it will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain an 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 the light of the circumstances under which they were made, not misleading . | no material notices | Given the provision, provide with the correct label for the given provision |
You shall not disclose the terms of this Agreement to anyone other than your spouse, attorney, accountant or tax advisor, without IRET’s prior written approval, except as may be required by law, or court order. | confidentiality of agreement | Given the provision, provide with the correct label for the given provision |
The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities; provided that such initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC; provided further that if Form S-3 is unavailable for such a registration, the Company shall use such other form as is required by Section 2(c). | mandatory registration | Given the provision, provide with the correct label for the given provision |
This Agreement is being executed in the State of Texas and shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law thereof . | governing laws | Given the provision, provide with the correct label for the given provision |
The principal amount of this Note, together with all accrued and unpaid interest, and all other sums due and payable hereunder and/or under any other Loan Documents, are and shall be due and payable in full to the Holder by no later than 2:00 P.M., EST, on the Maturity Date. | payment at maturity | Given the provision, provide with the correct label for the given provision |
The Committee also may permit an Optionee to elect to pay the Option Price by irrevocably authorizing a third party to sell shares of Common Stock (or a sufficient portion thereof) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholding resulting from such exercise. | payments | Given the provision, provide with the correct label for the given provision |
Subject to Section 7.1(d) , Section 7.2, and Section 5.8 , the provisions of this Agreement are for the sole and exclusive benefit of the Parties and their permitted successors and assigns and shall not be deemed to create any rights for the benefit of any other Person except as specifically provided herein. | no third party beneficiaries | Given the provision, provide with the correct label for the given provision |
The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. | reservation of warrant shares | Given the provision, provide with the correct label for the given provision |
The Company and the Borrower will not, and will not permit any of its Subsidiaries to, make or offer to make any payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds (whether scheduled or voluntary) with respect to principal or interest on any Indebtedness which is subordinate to the Obligations if a Default has occurred and is continuing. | payments | Given the provision, provide with the correct label for the given provision |
Executive expressly acknowledges that the covenants contained in Sections 8 and 9 are a material part of the consideration bargained for by the Company and, without the agreement of Executive to be bound by the covenants contained in such sections, the Company would not have agreed to enter into this Agreement. | considerations | Given the provision, provide with the correct label for the given provision |
Each Non-Employee Director who (i) serves on the Board as of the date of any annual meeting of the Company’s stockholders (an “ Annual Meeting ”) after the Effective Time and (ii) will continue to serve as a Non-Employee Director immediately following such Annual Meeting shall be automatically granted, on the date of such Annual Meeting, (1) an option to purchase the number of shares of the Company’s common stock (at a per-share exercise price equal to the closing price per share of the Company’s common stock on the date of such Annual Meeting (or on the last preceding trading day if the date of the Annual Meeting is not a trading day)) having an aggregate fair value on the date of the Annual Meeting of $184,250 (as determined in accordance with FASB Accounting Codification Topic 718 (“ ASC 718 ”) and subject to adjustment as provided in the Equity Plan) and (2) an award of restricted stock units having an aggregate fair value on the date of the Annual Meeting of $90,750 (as determined in accordance with ASC 718 and subject to adjustment as provided in the Equity Plan). | annual awards | Given the provision, provide with the correct label for the given provision |
For so long as any Note is outstanding, the Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement. | survival | Given the provision, provide with the correct label for the given provision |
During the continuance of an Event of Default, the outstanding principal amount of this Note shall bear interest at a rate that is 2.00% per annum higher than the rate of interest otherwise applicable hereto. | payments | Given the provision, provide with the correct label for the given provision |
The benefits made available by the Company, and the rules, terms, and conditions for participation in such benefit plans, may be changed by the Company at any time and from time to time without advance notice and without recourse by Executive. | employee benefits | Given the provision, provide with the correct label for the given provision |
Any notice or communication under this Agreement must be addressed, if to the Company, to: 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. | notices | Given the provision, provide with the correct label for the given provision |
No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and neither the US Borrower nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, except any such revocation, termination or liability as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. | intellectual property matters | Given the provision, provide with the correct label for the given provision |
If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate. | no beneficiary designation | Given the provision, provide with the correct label for the given provision |
Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. | holder’s conversion limitations | Given the provision, provide with the correct label for the given provision |
The date on which the Closing occurs as provided in this Agreement as described herein is called the “Closing Date.” For all purposes under this Agreement, the Closing shall be deemed to have occurred at 12:00:01 a.m. local time (i.e., in the time zone where the Property is located) on the Closing Date. | closings | Given the provision, provide with the correct label for the given provision |
Executive shall perform such duties and services as are commensurate with Executive’s position and such other duties and services as are from time to time reasonably assigned to Executive by the Chief Executive Officer or, if there is no Chief Executive Officer, by the Board of Directors of MKHL. | general | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee. | payments | Given the provision, provide with the correct label for the given provision |
Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiary as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. | sec reports | Given the provision, provide with the correct label for the given provision |
Executive agrees that any liability for state or federal income tax payments or penalties arising from said payments shall be Executive's sole responsibility. | tax indemnifications | Given the provision, provide with the correct label for the given provision |
The provisions of this Section 5 shall apply if, at the time of any change in ownership or control of the Company (within the meaning of Section 280G), the Company is an entity whose stock is readily tradable on an established securities market (or otherwise), within the meaning of Section 280G. | general | Given the provision, provide with the correct label for the given provision |
However, in the case of conversion of Series B Preferred Shares, the Company shall not be required to pay any tax or duty that may be payable in respect of any transfer involved in the issue and delivery of Conversion Shares or Series B Preferred Shares to a beneficial owner other than the beneficial owner of the Series B Preferred Shares immediately prior to such conversion, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax or duty, or has established to the satisfaction of the Company that such tax or duty has been paid. | transfer taxes | Given the provision, provide with the correct label for the given provision |
Neither the Company nor its subsidiary nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Closing Securities under the 1933 Act. | no integrated offerings | Given the provision, provide with the correct label for the given provision |
The Company will grant you an equity award pursuant to the terms of the Company’s 2012 Equity Incentive Plan (the “ Plan ”) with an approximate value of $3,500,000, divided equally between restricted stock units (“ RSUs ”) and performance-based stock units (“ PSUs ”). | equity | Given the provision, provide with the correct label for the given provision |
Subject to Section 4.B., if your Continuous Service with the Company terminates for any reason prior to a Vesting Date, this Award shall terminate, all unvested RSUs shall be forfeited without the transfer of any Shares to you, and you shall have no further rights with respect to the unvested RSUs. | termination of continuous service | Given the provision, provide with the correct label for the given provision |
As soon as practicable, but in no event later than sixty (60) days after the date set forth in §9.1 hereof, Operator shall prepare and submit for approval of the Management Committee an initial estimate of capital expenditures, operating income and expenses and required working capital (which shall not exceed an amount sufficient to fund cash requirements for a forty-five (45) day period) which Operator anticipates for the remainder of the Year. | budgets | Given the provision, provide with the correct label for the given provision |
The parties hereto hereby agree and stipulate that the only charge imposed upon Borrower for the use of money in connection with this Agreement is and shall be the interest specifically described in Section 3.2(a) and Section 3.3(a) . | charges | Given the provision, provide with the correct label for the given provision |
Except as provided in Article VI , such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided , however , that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would result in any violation of any provision of any Priority Lien Document. | voting rights | Given the provision, provide with the correct label for the given provision |
No prior inability to exercise any Rights pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. | beneficial ownership limitations | Given the provision, provide with the correct label for the given provision |
At least ten days before any change in the Seller’s name, jurisdiction of organization or any other change requiring the amendment of UCC financing statements, a notice setting forth such changes and the effective date thereof. | name changes | Given the provision, provide with the correct label for the given provision |
Agent is authorized and empowered to amend, modify, or waive any provisions of this Security Agreement on behalf of Lenders subject to the requirement that certain of Lenders’ consent be obtained in certain instances as provided in this Section 24 . | appointments | Given the provision, provide with the correct label for the given provision |
The Participant acknowledges that, if the cash proceeds are paid in local currency, the Company is under no obligation to secure any particular currency exchange conversion rate. | exchange control restrictions | Given the provision, provide with the correct label for the given provision |
Upon receipt of other amounts due solely to the Administrative Agent, a specific Issuing Lender or a specific Lender, the Administrative Agent shall distribute such amounts to the appropriate party to be applied in accordance with the terms of this Agreement. | payment procedures | Given the provision, provide with the correct label for the given provision |
The occurrence of any of the following events: (i) any Credit Party or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Sections 412 or 430 of the Code, any Credit Party or any ERISA Affiliate is required to pay as contributions thereto and such unpaid amounts are in excess of the Threshold Amount, (ii) a Termination Event with respect to a Pension Plan or (iii) any Credit Party or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan, whether of its own volition or as a result of a plan termination, and the plan sponsor of such Multiemployer Plan notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount that could reasonably be expected to result in a Material Adverse Effect. | erisa events | Given the provision, provide with the correct label for the given provision |
Subject to subsection (b) of this Section 2, a special meeting of stockholders shall also be called by the secretary of the corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting. | general | Given the provision, provide with the correct label for the given provision |
Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder pursuant to Section 23 , neither the Agent nor the Company (including its agents and representatives, other than the Agent in their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder. | no offer to sell | Given the provision, provide with the correct label for the given provision |
If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice. | reserves on eurodollar rate loans | Given the provision, provide with the correct label for the given provision |
Seller has taken all reasonable precautions to protect the secrecy, confidentiality and value of all Trade Secrets (including the enforcement by Seller of a policy requiring each employee or contractor to execute proprietary information and confidentiality agreements substantially in Seller’s standard form, and all current and former employees and contractors of Seller have executed such an agreement). | trade secrets | Given the provision, provide with the correct label for the given provision |
Client shall purchase all Client-Supplied Materials for the Transfer Services and ship such Client-Supplied Materials to Patheon in accordance with this Section 2.13 . | materials | 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 Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section to reimburse the 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 |
For the avoidance of doubt, if a Participant is entitled to receive Severance Benefits under this Plan, he or she will not be eligible to receive any benefits under the Company’s Layoff Payment Plan. | non-duplication of benefits | Given the provision, provide with the correct label for the given provision |
No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or her rights hereunder on any occasion or series of occasions. | waivers | Given the provision, provide with the correct label for the given provision |
To the knowledge of Borrower, (i) there is no default in the performance of any material obligation, covenant, or condition contained in any agreement to which Borrower is a party which has not been waived, (ii) neither Borrower nor any Subsidiary is in material default with respect to any Law of any Tribunal, and (iii) the execution, delivery and performance of the terms of this Agreement, the Note and the other Loan Documents by Borrower will not violate the provisions of any Law applicable to Borrower. | compliance with other instruments | Given the provision, provide with the correct label for the given provision |
If Tenant shall fail to discharge such mechanic’s lien within such period, then, in addition to any other right or remedy of Landlord, Landlord may discharge the same, either by paying the amount claimed to be due, or by procuring the discharge of such lien by deposit in court or bonding. | mechanic’s liens | Given the provision, provide with the correct label for the given provision |
Shall not, in the case of the Borrower, merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person. | mergers | Given the provision, provide with the correct label for the given provision |
Upon any such termination of the security interests or release of Collateral, as the case may be, referred to in this clause, the Pledgee will, at the expense of the Grantor, execute and deliver to the Grantor such documents, as the Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the case may be, including without limitation, subordination or nondisturbance agreements, in form and substance satisfactory to the Grantor. | releases | Given the provision, provide with the correct label for the given provision |
Subject to Section 1.2 , if any term or provision of this Lease or any application thereof shall be held invalid or unenforceable, the remainder of this Lease and any other application of such term or provision shall not be affected thereby. | severability | Given the provision, provide with the correct label for the given provision |
Unless otherwise previously withheld, for each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Annual Salary and /or Annual Short Term Incentive Award that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. | annual deferral amounts | Given the provision, provide with the correct label for the given provision |
In addition, the performance criteria shall be calculated in accordance with generally accepted accounting principles, but excluding the effect (whether positive or negative) of any change in accounting standards and any item that is either unusual or infrequent in nature, pursuant to Accounting Standards Codification Topic 225-20 “Extraordinary and Unusual Items,” as determined by the Administrator, occurring after the establishment of the performance criteria applicable to the Award intended to be Performance-Based Compensation. | conditions of awards | Given the provision, provide with the correct label for the given provision |
In consultation with Walmart and subject to Walmart’s approval, MoneyGram agrees to author, create and supply to Walmart forms necessary for Walmart to conduct the Services other than the Branded Money Transfer Services (as defined in Attachment C – Money Transfer Attachment) such as money orders (Attachment A) and bill payment services (Attachment B) at the Agent Locations (the “ MoneyGram Forms ”). | forms | Given the provision, provide with the correct label for the given provision |
Such addresses may be changed at any time by written notice to the other party given in accordance with this Paragraph 10. | notices | Given the provision, provide with the correct label for the given provision |
The amount that is calculated for withholding shall not exceed the maximum withholding rate. | tax withholdings | Given the provision, provide with the correct label for the given provision |
Upon submission by Tenant to Landlord of (a) a statement (a “ Fund Request ”) setting forth the total amount of the 9712 TI Allowance requested, (b) a summary of the 9712 Tenant Improvements performed using AIA standard form Application for Payment (G 702) executed by the general contractor and by the architect, (c) invoices from the general contra ctor, the architect, and any vendors, material suppliers and other parties with direct contracts with Tenant , requesting payment with respect to the amount of the 9712 TI Allowance then being requested, and (d) unconditional lien releases from the general contractor and each subcontractor and material supplier with respect to previous payments made by either Landlord or Tenant for the 9712 Tenant Improvements in a form acceptable to Landlord and complying with Applicable Laws (provided that Tenant shall not be required to provide lien releases from subcontractors or material suppliers providing services or materials costing less than $50,000 ) , the n Landlord shall, within thirty (30) days following receipt by Landlord of a Fund Request and the accompanying materials required by this Section 6.3 , pay to Tenant ( or, if elected by either Landlord or Tenant , pay directly to the applicable contractors, subcontractors an d material suppliers ) for reimbursement for payments made by Tenant to such contractors, subcontractors or material suppliers , the amount of 9712 Tenant Improvement costs set forth in such Fund Request or Landlord’s pari passu share thereof if Excess 9712 TI Costs exist based on the 9712 Approved Budget ; provided , however, that any Fund Request under this Section 6.3 shall be subject to the payment limits set forth in Article 6 of the Amendment , including Section 6.2 above . | fund requests | Given the provision, provide with the correct label for the given provision |
This Agreement is entered into solely for the benefit of the Parties hereto and no term, provision or covenant hereunder shall confer or be deemed to confer a benefit on any other Person, other than as may be set forth herein. | no third party beneficiaries | Given the provision, provide with the correct label for the given provision |
The effectiveness of this Agreement and obligations of the Lenders and any Issuer to make the initial Revolving Credit Extension (including as constituted by the continuation of the outstanding letters of credit under the Prepetition Credit Agreement as Letters of Credit under this Agreement) shall be subject to the prior or concurrent satisfaction (or waiver by the Required Lenders) of each of the conditions precedent set forth in this Article 5. | effectiveness | Given the provision, provide with the correct label for the given provision |
No invalidity, irregularity or unenforceability of the Guaranteed Obligations by reason of any applicable Debtor Relief Laws or any other similar Law, or by reason of any Law or order of any Governmental Authority purporting to reduce, amend or otherwise affect the Guaranteed Obligations, shall impair, affect, be a defense to or claim against the obligations of any Guarantor under this Guaranty. | effectiveness | Given the provision, provide with the correct label for the given provision |
If there is a Change in Control of the Company (as defined in the Plan ), then in the event of the Grantee’s Involuntary Termination Without Cause within two (2) years following the effective date of the Change in Control, all the outstanding Units shall automatically become 100% vested and free of all restrictions on the Grantee’s termination of Employment date. | change in control | Given the provision, provide with the correct label for the given provision |
Executive agrees that remedies at law for a breach or threatened breach of the provisions of this Section 8 would be inadequate and, therefore, the Employer shall be entitled, in addition to any other available remedies (including money damages), without posting a bond, to equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy that may be then available. | remedies | Given the provision, provide with the correct label for the given provision |
The Corporation covenants and agrees that all securities that it may issue upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges. | reservation of shares | Given the provision, provide with the correct label for the given provision |
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. | remedies | Given the provision, provide with the correct label for the given provision |
The board of directors of the Company. | boards | Given the provision, provide with the correct label for the given provision |
There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein, with respect to the registration grants granted by the Corporation with respect to Registrable Securities. | entire agreements | Given the provision, provide with the correct label for the given provision |
If the Company shall fail, for any reason or for no reason, to issue to a Holder within two (2) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “ Share Delivery Deadline ”), a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Preferred Shares (as the case may be) (a “ Conversion Failure ”), then, in addition to all other remedies available to such Holder, such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any Preferred Shares that have not been converted pursuant to such Holder’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Certificate of Designations or otherwise. | company’s failure to timely convert | Given the provision, provide with the correct label for the given provision |
The Executive further understands and agrees that the covenants against disclosure set forth above in Section 3 and the assignment of rights set forth above in Section 5 have been in effect from the commencement of the Executive's employment. | employment terms | Given the provision, provide with the correct label for the given provision |
In determining the group of Participants who are eligible to receive the additional Non-Safe Harbor Matching Contributions described in this paragraph, the Employer may require that a Participant be employed by the Employer on the last day of the Allocation Period in addition to any other allocation conditions used to determine Benefiting Participants for purposes of other Non-Safe Harbor Matching Contributions. | true-ups | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, the Administrator, in its sole discretion (subject to the terms of the Plan (including, without limitation, Section 11.6)), may provide that upon certain events, including (to the extent provided in Section 13 herein) a Change in Control, the Holder’s death or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and, if applicable, the Company shall not have a right of repurchase. | repurchase or forfeiture of restricted stock | Given the provision, provide with the correct label for the given provision |
Such notice shall specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. | optional prepayment of term loans | Given the provision, provide with the correct label for the given provision |
Interest shall continue to accrue after entry of judgment hereunder, by confession, default, or otherwise, at the higher of the prevailing rate of interest under this Note, or the judgment rate of interest under applicable law. | confession of judgment | Given the provision, provide with the correct label for the given provision |
Borrower shall submit to Lender on the Closing Date the Annual Budget for the current Fiscal Year. | annual budgets | Given the provision, provide with the correct label for the given provision |
If the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”), the General Partner may withhold such amounts and make such tax payments as so required. | tax advances | Given the provision, provide with the correct label for the given provision |
Effective for claims and actions filed on or after January 1, 2020, any claim filed under Section 11.2 and any action filed in state or federal court by or on behalf of a former or current Employee, Participant, Beneficiary or any other individual, person or entity (collectively, a “Petitioner”) for the alleged wrongful denial of Plan benefits or for the alleged interference with or violation of ERISA-protected rights must be brought within two years of the date the Petitioner’s cause of action first accrues. | limitations on actions | Given the provision, provide with the correct label for the given provision |
Signatures delivered by facsimile (including, without limitation, by “pdf”) shall be effective for all purposes. | counterparts | Given the provision, provide with the correct label for the given provision |
Notwithstanding any provision in this Agreement to the contrary , in the event of a Change in Control, the applicable provisions of Section 20 of the Plan shall govern the treatment of your outstanding Share Units as provided therein. | change in control | Given the provision, provide with the correct label for the given provision |
Effective on the Restatement Effective Date (as defined below), the Existing Subsidiary Guaranty is hereby amended and restated in its entirety to read as set forth in the Subsidiary Guaranty. | amendments | Given the provision, provide with the correct label for the given provision |
Promptly in the event that the Borrower or its accountants conclude or advise that any previously issued financial statement, audit report or interim review should no longer be relied upon or that disclosure should be made or action should be taken to prevent future reliance, notice in writing setting forth the details thereof and the action which the Borrower proposes to take with respect thereto. | erroneous financial information | Given the provision, provide with the correct label for the given provision |
Each Swingline Loan shall be in an aggregate principal amount equal to $100,000 or such amount plus a whole multiple of $100,000 in excess thereof or, if less, the unused Swingline Amount. | swingline loans | Given the provision, provide with the correct label for the given provision |
Provided, that for purposes of this Section 8.16(b) , the Computed Value of such Interest shall include and be reduced by all market factors and discounts, including, without limitation, lack of control, lack of liquidity and lack of marketability, which the Partners acknowledge may result in a significant reduction in the Computed Value determined under Section 8.16(d) . | involuntary transfers | Given the provision, provide with the correct label for the given provision |
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. | generally | Given the provision, provide with the correct label for the given provision |
This Agreement cannot be modified, terminated or amended in any respect orally or by conduct of the Parties. | entire agreements | Given the provision, provide with the correct label for the given provision |
The Company may withhold from Participant’s wages or other remuneration the applicable taxes. | withholdings | Given the provision, provide with the correct label for the given provision |
This Amendment relates only to the specific matters expressly covered herein, shall not be considered to be an amendment or waiver of any rights or remedies that the Administrative Agent or any Lender may have under the Credit Agreement, under any other Loan Document (except as expressly set forth herein) or under Law, and shall not be considered to create a course of dealing or to otherwise obligate in any respect the Administrative Agent or any Lender to execute similar or other amendments or waivers or grant any amendments or waivers under the same or similar or other circumstances in the future. | limited effect | Given the provision, provide with the correct label for the given provision |
This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Grantor for liquidation or reorganization, should Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of Grantor's assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though such payment or performance had not been made. | reinstatements | Given the provision, provide with the correct label for the given provision |
In the event of a Change of Control, all outstanding RSUs shall accelerate vesting as of immediately prior to such Change of Control, in which case all outstanding RSUs shall be settled no later than the tenth (10th) day following the date of such Change of Control. | change of control | Given the provision, provide with the correct label for the given provision |
Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter (subject to the provisions set forth in Section 13(n) below), in addition to any other remedy to which they may be entitled, at law or in equity. | specific performance | Given the provision, provide with the correct label for the given provision |
Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Warrant Exercise Agreement (the “ Purchase Agreement ”) pursuant to which the Existing Warrants were issued. | definitions | Given the provision, provide with the correct label for the given provision |
Upon an Event of Default and during the continuation thereof, Lender is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any Obligor), which at any time shall come into the possession or custody or under the control of Lender or any of its agents, affiliates or correspondents, any and all obligations due hereunder. | remedies upon default | Given the provision, provide with the correct label for the given provision |
The purchase price for the Shares will be $_____________, as required by the Agreement. | exercise of options | Given the provision, provide with the correct label for the given provision |
The occurrence of any of the following events shall constitute an “ Event of Default ” hereunder: (i) the Company shall fail to pay any interest, principal or other charges due under this Debenture or any other Transaction Documents on the date when any such payment shall be due and payable; (ii) the Company makes an assignment for the benefit of creditors; (iii) any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator or trustee for the Company, and the order or decree is not vacated within thirty (30) days from the date of entry thereof; (iv) any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree is not vacated within thirty (30) days from the date of entry thereof; (v) the Company files a petition in bankruptcy under the provisions of any bankruptcy law or any insolvency act; (vi) the Company admits, in writing, its inability to pay its debts as they become due; (vii) a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed within thirty (30) days from the date it is filed; (viii) the Company files a petition or answer seeking reorganization or arrangement under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; (ix) any written warranty, representation, certificate or statement of the Company and/or Guarantors in this Debenture, the Purchase Agreement or any other Transaction Document or any other agreement with Holder shall be false or misleading in any material respect when made or deemed made; and (x) the Company shall fail to perform, comply with or abide by any of the material stipulations, agreements, conditions and/or covenants contained in this Debenture, the Purchase Agreement or any of the other Transaction Documents on the part of the Company to be performed complied with or abided by, and such failure continues or remains uncured for ten (10) Business Days following written notice from the Holder to the Company. | events of defaults | Given the provision, provide with the correct label for the given provision |
At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the matters contemplated hereby and to otherwise carry out the intent of the parties hereunder. | further assurances | Given the provision, provide with the correct label for the given provision |
(a) The Company will, and hereby does, indemnify and hold harmless each Elliott Party and its directors, partners, officers, agents, advisors and employees, against any and all losses, claims, damages, expenses or liabilities, joint or several, actions or proceedings (whether commenced or threatened, and whether or not such indemnified party is a party thereto) (each a “ Loss ” and collectively, “ Losses ”) to which each such indemnified party may become subject under the Securities Act or otherwise, to the extent that such Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement filed hereunder under which Eligible Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, any issuer Free Writing Prospectus or any “issuer information” (as defined in Rule 433 of the Act) filed or required to be filed pursuant to Rule 433(d) under the Act, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a preliminary prospectus, final prospectus or summary prospectus, in light of the circumstances in which they were made) not misleading; provided , however , that the Company shall not be liable in any such case to the extent that any such Loss arises out of or is based upon (i) any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, issuer Free Writing Prospectus, “issuer information” (as defined in Rule 433 of the Act), amendment or supplement in reliance upon and in conformity with information furnished in writing by or on behalf of an Elliott Party specifically for inclusion therein, or made in any Free Writing Prospectus or supplement used by or on behalf of an Elliott Party without the Company’s prior written consent, or (ii) any failure of an Elliott Party to comply with paragraphs 1(b), 4(a) or 4(b) or to use a supplemented or amended prospectus contemplated thereby. | indemnifications | Given the provision, provide with the correct label for the given provision |
In addition to amounts payable as provided in Section 12.16 [Indemnification; Limitation of Liability for Certain Damages], the Borrowers, jointly and severally, hereby agree to protect, indemnify, pay and save harmless the Administrative Agent and the L/C Issuer from and against any and all claims, demands, liabilities, damages, taxes, (except for any Indemnified Taxes (to the extent covered by Section 2.19), Other Taxes (to the extent covered by Section 2.19), or Excluded Taxes), penalties, interest, judgments, losses, costs, charges and expenses (including reasonable and documented out-of-pocket fees, expenses and disbursements of outside counsel) which the Administrative Agent or any of the Administrative Agent’s Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A) the gross negligence, bad faith or willful misconduct of the Administrative Agent or the L/C Issuer or any of their respective Affiliates (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (B) the wrongful dishonor by the Administrative Agent, the L/C Issuer, or any of their respective Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “ Governmental Acts ”). | indemnity | Given the provision, provide with the correct label for the given provision |
Any unauthorized attempted or purported assignment by AP-AMH shall be null and void ab initio and of no force or effect. | assignments | Given the provision, provide with the correct label for the given provision |
The failure of the Company or a Participant to insist upon strict adherence to any term of this Plan on any occasion will not be considered a waiver of the Company’s or such Participant’s rights or deprive the Company or such Participant of the right thereafter to insist upon strict adherence to that term or any other term of this Plan. | no waivers | Given the provision, provide with the correct label for the given provision |
This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. | integration | Given the provision, provide with the correct label for the given provision |
In the event of any conflict among the terms and provisions of the Plan, this Agreement and the Term Sheet, the terms and provisions of the Plan shall control. | conflicts | Given the provision, provide with the correct label for the given provision |