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All signs (if any) placed on the exterior of the Premises shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and in accordance with all Laws. | signs | Given the provision, provide with the correct label for the given provision |
Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Note, or any part thereof, in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). | transfer agent instructions | Given the provision, provide with the correct label for the given provision |
From and after the Effective Date, the Company shall, no later than two Trading Days following the delivery by the Investor to the Company or the Company’s transfer agent (with notice to the Company) of a legended certificate representing the Fee Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to effect the reissuance and/or transfer, if applicable), as directed by the Investor, either: (A) issue and deliver (or cause to be issued and delivered) to the Investor a certificate representing such Fee Shares that is free from all restrictive and other legends or (B) cause the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Fee Shares represented by the certificate so delivered by the Investor (the date by which such certificate is required to be delivered to the Investor or such credit is so required to be made to the account of the Investor or its designee at DTC pursuant to the foregoing is referred to herein as the “ Required Delivery Date ”). | removal of legends | Given the provision, provide with the correct label for the given provision |
All of the direct and indirect subsidiaries of the Company (the “ Subsidiaries ”) are set forth in the Incorporated Documents. | subsidiaries | Given the provision, provide with the correct label for the given provision |
Any payment made pursuant to such determination shall constitute a full release and discharge of any and all liability of the Committee and all Employers under the Plan. | payments on behalf of persons under incapacity | Given the provision, provide with the correct label for the given provision |
(ii) and (iii) unless the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”) and the Release Agreement has become irrevocable prior to the payment date. | termination due to a change of control | Given the provision, provide with the correct label for the given provision |
For the avoidance of doubt, the assignment of Assigned Intellectual Property under this Agreement includes the assignment of all patents, intellectual property and Inventions used in connection with “Simunition” products, such as rounds to be used with air-fired replica guns for training purposes as well as “wads” designed to allow the shaped rounds to be fired from a 12g shotgun. | inventions | Given the provision, provide with the correct label for the given provision |
The Seller has retained no brokers in connection with the sale of the Assets, the Business or this Agreement. | brokers | Given the provision, provide with the correct label for the given provision |
Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. | inability to determine rates | Given the provision, provide with the correct label for the given provision |
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the PSUs shall be adjusted or terminated in any manner as contemplated by Section 8 of the Plan. | adjustments | Given the provision, provide with the correct label for the given provision |
EACH GUARANTOR AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE PLEDGE AGREEMENT, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. | waiver of right to trial by jury | Given the provision, provide with the correct label for the given provision |
This Addendum #8 may be executed by facsimile, and the facsimile execution pages will be binding upon the executing Party to the same extent as the original executed pages. | counterparts | Given the provision, provide with the correct label for the given provision |
The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. | obligations of lenders several | Given the provision, provide with the correct label for the given provision |
The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds or deposits (currently known as “Eurodollar liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 30 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. | reserves on eurodollar rate loans | Given the provision, provide with the correct label for the given provision |
Any Lender that does not submit a Return Bid will be deemed to have declined to participate in such Auction. | reply procedures | Given the provision, provide with the correct label for the given provision |
Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 15,384,615 shares are reserved for issuance upon conversion of the Note. | capitalization | Given the provision, provide with the correct label for the given provision |
The remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting any other remedies available to the Holder in the Transaction Documents, law or equity, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. | remedies | Given the provision, provide with the correct label for the given provision |
Each of Borrower and Lender hereby irrevocably waives any and all right to trial by jury in any legal actions or proceeding arising out of or relating to the Loan Documents or the transactions contemplated thereby and agrees that any such action or proceeding shall be tried before a court and not before a jury. | waiver of jury trials | Given the provision, provide with the correct label for the given provision |
Borrower and Guarantor each have good and marketable title to all real property and other assets reflected in any balance sheet or financial statement of each of them, except real property and other assets sold or otherwise disposed of in the ordinary course of business subsequent to that date. | assets | Given the provision, provide with the correct label for the given provision |
An entity that qualifies as an “Employer” as that term is defined in the Salaried Plan. | employers | Given the provision, provide with the correct label for the given provision |
For each fiscal year of the Company during Executive’s employment with the Company hereunder (each, a “ Performance Period ”), Executive will be eligible to receive an annual performance bonus award payable in cash in an amount determined by the Board, or a committee thereof, based upon the achievement of performance criteria established by the Board or the Compensation Committee of the Board with respect to such period (the “ Annual Bonus ”). | annual performance bonus | Given the provision, provide with the correct label for the given provision |
Either party may designate another address, for receipt of notices hereunder by giving notice to the other party in accordance with this paragraph (e). | notices | Given the provision, provide with the correct label for the given provision |
Subject to the definition of “Interest Period”, if any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. | general | Given the provision, provide with the correct label for the given provision |
The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes. | payment of other taxes by borrowers | Given the provision, provide with the correct label for the given provision |
2, as contemplated herein and by Amendment No. | authority | Given the provision, provide with the correct label for the given provision |
EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. | consent to jurisdiction | Given the provision, provide with the correct label for the given provision |
This Agreement shall be terminated without further action of any parties hereto and of no force or effect, and the parties hereto shall have no liability hereunder, upon the earliest to occur of (i) the payment of all CVR Payment Amounts required to be paid under the terms of this Agreement, (ii) the determination made in good faith by the Committee that no CVR Payment Amounts (or no further CVR Payment Amounts) are required to be paid under the terms of this Agreement, (iii) a determination made in good faith by the Committee that the aggregate amount of unpaid Claims Expenses exceeds the amount remaining in the Escrow Account, or that the aggregate amount of unpaid Claims Expenses together with the Claims Expenses reasonably expected to be incurred are reasonably likely to exceed the amount remaining in the Escrow Account and the Litigation Proceeds and Government Action Proceeds reasonably likely to still be collected and (iv) the fifth (5th) anniversary of the date hereof; provided that if the Committee determines that collection of additional proceeds on or after the fifth anniversary of the date hereof is reasonably likely, then the Committee may determine in good faith to extend such date (and the Final CVR Payment Date) by up to six (6) months (such date that is the earliest to occur of the foregoing (including any extension pursuant to clause (iv)) is referred to as the “ Termination Date ”). | terminations | Given the provision, provide with the correct label for the given provision |
The Board will administer the Plan unless and until the Board delegates administration to a Committee, as provided in Section 3(f). | administration by board | Given the provision, provide with the correct label for the given provision |
The Agent shall have received an opinion or opinions of counsel for the Loan Parties, dated the Amendment Effective Date and addressed to the Agent and the Lenders which shall be in form and substance satisfactory to the Agent. | legal opinions | Given the provision, provide with the correct label for the given provision |
Collectively, the Base Rent (as increased in accordance with the provisions of Section 3.1(b) ), the Oklahoma Ground Lease Rent and the Additional Charges. | rents | Given the provision, provide with the correct label for the given provision |
None of (a) the Borrower, any of its Subsidiaries, any Affiliated Person or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower, any of its Subsidiaries or any Affiliated Person that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. | sanctions | Given the provision, provide with the correct label for the given provision |
Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. | maintenance of accounts | Given the provision, provide with the correct label for the given provision |
The Borrower will execute and deliver, or cause to be executed and delivered, all such additional instruments and do, or cause to be done, all such additional acts as (a) may be necessary or proper, consistent with the Granting Clause hereof, to carry out the purposes of this Pledge Agreement and to make subject to the Lien hereof any property intended so to be subject or (b) may be necessary or proper to transfer to any successor the estate, powers, instruments and funds held hereunder and to confirm the Lien of this Pledge Agreement. | further assurances | Given the provision, provide with the correct label for the given provision |
Each Lender shall be entitled to rely conclusively on a representation of the participant in the applicable participation agreement that such participant is not a Disqualified Person, provided, that such reliance by such Lender is in good faith and reasonable under the circumstances existing at the time of such participation. | participants | Given the provision, provide with the correct label for the given provision |
Neither Administrative Agent nor any Related Party of Administrative Agent shall be under any obligation to any Lender or participant or any other Person to inspect the properties, books or records of any Borrower, Guarantor, any of their Related Parties or any other Person, or to ascertain or inquire into (u) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (v) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (w) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (x) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (y) the value or the sufficiency of any Collateral, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. | liability of administrative agent | Given the provision, provide with the correct label for the given provision |
(i) The Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility. | mandatory | Given the provision, provide with the correct label for the given provision |
Such Shares will be issued and delivered in certificated or electronic form as soon as practicable (but not more than 60 days) after the applicable RSU vesting date, subject to any applicable tax withholding and other conditions set forth in the Plan, this Agreement and/or applicable law. | settlement of rsus | Given the provision, provide with the correct label for the given provision |
The Company is not aware of any facts or circumstances that might reasonably give rise to any of the foregoing infringements or claims, actions or proceedings. | intellectual property | Given the provision, provide with the correct label for the given provision |
Prior to the vesting of the Units as described in Section 3 below, you may not directly or indirectly, in any capacity, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. | no assignments | Given the provision, provide with the correct label for the given provision |
The Borrower shall cause the aggregate outstanding principal amount of the Advances to be less than 90% of the Borrowing Base at all times (the “Minimum Availability Requirement”). | minimum availability | Given the provision, provide with the correct label for the given provision |
From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. | resignations | Given the provision, provide with the correct label for the given provision |
The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. | designated lenders | Given the provision, provide with the correct label for the given provision |
DS Healthcare Group, Inc. will grant you 300,000 shares of restricted stock of the Company (NASDAQ: DSKX) that will vest every month that you are employed by the Company at a rate of 6,250 shares per month for 48 months for a total that equals 300,000 shares. | equity grants | Given the provision, provide with the correct label for the given provision |
The Executive may voluntarily terminate the Executive’s employment for any reason upon thirty (30) days’ prior written notice. | voluntary terminations | Given the provision, provide with the correct label for the given provision |
In connection with any such Secondary Market Transaction, Company shall, at Company’s expense, cooperate with any such Purchaser and otherwise reasonably assist any such Purchaser in satisfying the market standards to which any such Purchaser customarily adheres or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market Transaction. | secondary market transactions | Given the provision, provide with the correct label for the given provision |
Tenant shall not be obligated to pay (and Landlord or Mortgagee shall not pay from the Imposition Reserve Fund) any franchise, excise, corporate, estate, inheritance, succession or capital levy or tax of Landlord or any income, profits or revenue tax upon the income of Landlord. | excluded taxes | Given the provision, provide with the correct label for the given provision |
In the event of a termination by reason of the Employee’s death, the Company shall pay to the Employee’s estate, designated beneficiary or legal representative his base salary through the end of the month in which his death occurs. | death | Given the provision, provide with the correct label for the given provision |
The fiscal year of Borrower ends as of December 31 of each year. | fiscal year | Given the provision, provide with the correct label for the given provision |
Access shall be by appointment only. | access to records | Given the provision, provide with the correct label for the given provision |
Except to the extent otherwise permitted to be retained by such Assignor or applied by such Assignor pursuant to the terms of the Secured Debt Agreements, the Collateral Agent shall, at the time any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 7.4 hereof. | protection of collateral agent’s security | Given the provision, provide with the correct label for the given provision |
On the Effective Date and prior to each Issuance Date and Settlement Date, the Agent and its counsel shall have been furnished with such documents as they may reasonably request in order to evidence the accuracy and completeness of any of the representations or warranties, or the fulfillment of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated shall be satisfactory in form and substance to the Agent and its counsel. | other documents | Given the provision, provide with the correct label for the given provision |
The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents. | acknowledgment regarding purchaser's trading activity | Given the provision, provide with the correct label for the given provision |
(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Issuer and the Guarantors will, jointly and severally, pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any transfer or similar taxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Issuer and the Guarantors’ counsels and independent accountants; (v) 50% of fees and expenses of the counsel for the Initial Purchasers with respect to related transactions, in an amount not to exceed $200,000; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Initial Purchasers); (vii) any fees charged by rating agencies for rating the Securities; (viii) the fees and expenses of the Trustee, depositary and any paying agent (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; and (x) all expenses incurred by the Issuer and the Guarantors in connection with any “road show” presentation to potential investors. | payment of expenses | Given the provision, provide with the correct label for the given provision |
No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. | no deemed waivers remedies cumulative | Given the provision, provide with the correct label for the given provision |
The Option shall be exercisable by delivery of an exercise notice (a form of which is attached as Exhibit A) or by such other procedure as specified from time to time by the Administrator which shall state the election to exercise the Option, the whole number of Shares in respect of which the Option is being exercised, and such other provisions as may be required by the Administrator. | method of exercise | Given the provision, provide with the correct label for the given provision |
A subsequent sale or exchange of such Shares will result in gain or loss measured by the difference between (a) the exercise price, increased by any compensation reported upon the Participant’s exercise of the Stock Options and (b) the amount realized on such sale or exchange. | non-qualified stock options | Given the provision, provide with the correct label for the given provision |
Collateral Agent and each Lender may debit (or ACH) any deposit accounts, maintained by Borrower or any of its Subsidiaries, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes the Lenders under the Loan Documents when due. | debit of accounts | Given the provision, provide with the correct label for the given provision |
EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION OR OTHER ACTION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY IN CONNECTION WITH SUCH AGREEMENTS. | waiver of jury trials | Given the provision, provide with the correct label for the given provision |
If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party. | conduct of indemnification proceedings | Given the provision, provide with the correct label for the given provision |
All proceeds of such insurance shall be remitted to the Senior Priority Representative, and each other Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1 . | insurances | Given the provision, provide with the correct label for the given provision |
For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof. | lapsed, returned awards | Given the provision, provide with the correct label for the given provision |
The Company agrees that it will take all reasonable steps necessary to effect a subdivision of shares of Common Equity if in the reasonable judgment of ( a ) the Initiating Holder(s) or ( b ) the managing underwriter for the offering in respect of such Demand Registration Request, such subdivision would enhance the marketability of the Registrable Securities. | adjustments affecting registrable securities | Given the provision, provide with the correct label for the given provision |
The Company hereby confirms and agrees that (i) except with respect to the Waiver set forth in Section 1 above that are effective as of the Effective Time, the 2015 Transaction Documents shall continue to be, in full force and effect; (ii) the execution, delivery and effectiveness of this Waiver shall not operate as an amendment of any right, power or remedy of the Holder except to the extent expressly set forth herein. | acknowledgments | Given the provision, provide with the correct label for the given provision |
Your compensation will be $200,000 annually, less payroll deductions and required taxes and withholdings, and will be paid on a bi-weekly basis. | base compensation | Given the provision, provide with the correct label for the given provision |
That Defaulting Lender (A) shall not be entitled to receive any commitment fee pursuant to Section 2.11(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender for such period) and (B) shall be limited in its right to receive a participation fee as provided in Section 2.21(c). | certain fees | Given the provision, provide with the correct label for the given provision |
Such remedies shall not be deemed the exclusive remedies for a breach of this Section 6, but shall be in addition to all remedies available at law or in equity to the Company, including the recovery of damages from Employee and remedies available to the Company pursuant to other agreements with Employee. | remedies | Given the provision, provide with the correct label for the given provision |
The decision of the arbitrator will be final and binding upon the parties hereto. | arbitration | Given the provision, provide with the correct label for the given provision |
The Company has delivered to the Buyer a schedule setting forth the Company’s active and registered Intellectual Property Rights that will expire or terminate by the terms and conditions thereof within two years from the date of this Agreement (the foregoing schedule, the “ IPR Schedule ”). | intellectual property rights | Given the provision, provide with the correct label for the given provision |
If the date of grant of your RSU is in July to September, your first vesting date and issuance of shares will occur on the third Wednesday in September of the next calendar year. | restricted stock units | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. | transfer or re-sale | Given the provision, provide with the correct label for the given provision |
All payments received by the Administrative Agent after 1:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. | general | Given the provision, provide with the correct label for the given provision |
The foregoing shall not be construed to require the Company to establish such benefit plans or to prevent the modification or termination of such benefit plans once established, and no such action or failure thereof shall affect this Agreement. | benefits | Given the provision, provide with the correct label for the given provision |
In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. | role of issuing banks | Given the provision, provide with the correct label for the given provision |
No Default or Event of Default shall have occurred and be continuing hereunder and, unless waived by Time Warner, under the Reimbursement Agreement. | no default or event of default | Given the provision, provide with the correct label for the given provision |
All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. | capitalization | Given the provision, provide with the correct label for the given provision |
The Company represents and acknowledges that the holding period of the Securities commences on the Closing Date for purposes of Rule 144 and the holding period of the Common Shares issued to the Deferral Purchasers following Shareholder Approval tack to the Closing Date for purposes of Rule 144. | rule 144 | Given the provision, provide with the correct label for the given provision |
At least 27,200,000 shares of DarkStar's Common Stock are quoted on the OTC Pink Marketplace, and except as detailed in Schedule 4.18 attached hereto, neither DarkStar nor Bengio has received any notice from FINRA, OTC Markets Group, or any other regulatory authority that would lead them to believe that such quotation has been suspended or delisted or is subject to potential suspension or delisting. | quotations | Given the provision, provide with the correct label for the given provision |
At the Redomestication Effective Time, the Amended and Restated Memorandum and Articles of Association of the Parent, as in effect immediately prior to the Redomestication Effective Time, shall cease and the Certificate of Incorporation and By-Laws of Purchaser (the “ Charter Documents ”), as in effect immediately prior to the Redomestication Effective Time, shall be the Charter Documents of the Redomestication Surviving Corporation. | memorandum | Given the provision, provide with the correct label for the given provision |
Any extension of the Closing Date may be made only with the mutual written consent of Parties. | closings | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, unless the Initial Term of this Lease is renewed pursuant to Section 1, above, in no event shall the provisions of this Section 8.5 extend the Term for the Facility beyond December 31, 2027 as to the Facility; provided, however, that Tenant’s obligations to complete all remedial action or monitoring pursuant to this Section 8.5 shall survive any such termination of the Term. | hazardous materials | Given the provision, provide with the correct label for the given provision |
Each Facility LC shall have an expiry date no later than one (1) year after its issuance and may be annually automatically renewed on an “evergreen” basis; provided , however , the renewed Facility LC expires (x) no later than five (5) Business Day prior to the Commitment Termination Date or (y) after the Commitment Termination Date so long as the Borrowers have Cash Collateralized such Facility LC in form and substance reasonably satisfactory to the Administrative Agent and in an amount equal to 103% of the LC Obligations with respect to such Facility LC. | issuances | Given the provision, provide with the correct label for the given provision |
The Company holds, to the extent required by applicable Law, all Permits from, and has made all declarations and filings with, all Governmental Bodies for the operation of its business as presently conducted, including the sale, transport, export, import or shipment of any items or materials (whether in tangible form or otherwise) to any jurisdiction. | permits | Given the provision, provide with the correct label for the given provision |
In addition, should the Participant incur a Separation from Service because his or her service as an Employee is terminated or reduced by the Company other than for Cause or by the Participant for Good Reason, then the Participant shall be entitled to the amounts and benefits specified below. | termination of employment | Given the provision, provide with the correct label for the given provision |
Question:
47. In which one of the following cases the Supreme Court decided that, a constitutional amendment is a 'law' within the meaning of Article 13(2) and therefore if it violates any of the fundamental rights it may be declared void?
Options:
(A) Sajjan Singh V. State of Rajasthan
(B) Keshvananda Bharati V. State of Kerala
(C) Indra Sawhney V. Union of India
(D) Golak Nath V. State of Punjab | 47 (D) | Given the question, please pick the correct response from the options given. |
Lender hereby notifies Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow Lender to identify each Loan Party in accordance with the Patriot Act. | patriot act | Given the provision, provide with the correct label for the given provision |
None of the actions set forth on Schedule 3.1(j) (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. | litigations | Given the provision, provide with the correct label for the given provision |
WidePoint's Consolidated EBITDA, for any period, will not be less than an amount equal to twice WidePoint's Consolidated Interest Expense for said period, to be measured as of the last day of each quarter. | minimum ebitda | Given the provision, provide with the correct label for the given provision |
The proceeds of the Revolving Loans, as well as the proceeds of any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment) will be used for working capital and other general corporate purposes (including acquisitions permitted by this Agreement) of the Borrower and the Restricted Subsidiaries. | use of proceeds | Given the provision, provide with the correct label for the given provision |
The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. | survival | Given the provision, provide with the correct label for the given provision |
DISPUTES REGARDING THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE HEREUNDER, WHICH CANNOT BE RESOLVED BY NEGOTIATIONS BETWEEN THE COMPANY AND THE EXECUTIVE SHALL BE SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION CONDUCTED BY JUDICIAL ARBITRATION AND MEDIATION SERVICES (“JAMS”) OR ANY SUCCESSOR THERETO, IN ACCORDANCE WITH JAMS’ ARBITRATION RULES FOR EMPLOYMENT DISPUTES THEN IN EFFECT, AND THE PARTIES AGREE TO BE BOUND BY THE FINAL AWARD OF THE ARBITRATOR IN ANY SUCH PROCEEDING. | arbitration | Given the provision, provide with the correct label for the given provision |
The execution and delivery by it of this Agreement and the Ancillary Agreements (and, in the case of the Shareholder, the Written Consent) and the performance of its obligations hereunder and thereunder require no action by or in respect of, or filing with, any Governmental Authority, other than (i) any clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable securities Laws and (ii) any actions or filings under Laws the absence of which would not reasonably be expected, individually or in the aggregate, to materially and adversely affect its ability to timely perform its obligations and consummate the transactions contemplated hereunder or thereunder. | regulatory approvals | Given the provision, provide with the correct label for the given provision |
The term “ successors and assigns ” shall not include any subsequent purchaser of the Notes sold to such Purchaser pursuant to the Agreement or any shares of Common Stock issued to such Purchaser upon the conversion of such Notes. | parties | Given the provision, provide with the correct label for the given provision |
The Servicer shall cooperate fully with the Seller and the Issuer to deliver to the Seller and the Issuer (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Seller or the Issuer to permit the Seller to comply with the provisions of Regulation AB and its reporting obligations under the Exchange Act, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Seller to be necessary in order to effect such compliance. | regulation ab | Given the provision, provide with the correct label for the given provision |
BORROWER AND LENDER (BY THEIR ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE BORROWER AND THE LENDER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN THE LENDER AND THE BORROWER. | waiver of jury trials | Given the provision, provide with the correct label for the given provision |
Executive shall be eligible to earn a target bonus (the " Annual Bonus ") pursuant to a program as established by Board and subject to the achievement of performance goals determined by the Board. | bonus | Given the provision, provide with the correct label for the given provision |
In addition to the foregoing, Administrative Agent and Collateral Agent (at the direction of the Required Lenders) will have the right at any time to conduct MRP Appraisals at the expense of the Lenders from time to time. | appraisals | Given the provision, provide with the correct label for the given provision |
The Company and the Participant, by his or her execution hereof, (a) hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts in the State of Delaware for the purposes of any claim or action arising out of or based upon this Award Agreement or relating to the subject matter hereof, (b) hereby waive, to the extent not prohibited by applicable law, and agree not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that it, he or she is not subject personally to the jurisdiction of the above-named courts, that its, his or her property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named court is improper or that this Award Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agree not to commence any claim or action arising out of or based upon this Award Agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise; provided , however , that the Company and the Participant may seek to enforce a judgment issued by the above-named courts in any proper jurisdiction. | consent to jurisdiction | Given the provision, provide with the correct label for the given provision |
You acknowledge and agree that you cannot execute the Release prior to the Retirement Date, and any such execution prior to the Retirement Date shall not be effective and shall be null and void. | retirement benefits | Given the provision, provide with the correct label for the given provision |
Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 11.10 . | withholding tax | Given the provision, provide with the correct label for the given provision |
Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrowers, to appoint a successor Administrative Agent. | resignation or removal of administrative agent | Given the provision, provide with the correct label for the given provision |