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Upon the request of any Revolving Credit Lender from time to time, an Issuing Bank shall deliver any other information reasonably requested by such Revolving Credit Lender with respect to each Letter of Credit issued by such Issuing Bank then outstanding. | lenders | Given the provision, provide with the correct label for the given provision |
As used in this Agreement, “Financial Statements” means PLP’s consolidated and, if required by the Bank in its reasonable discretion, consolidating balance sheets, income statements and statements of cash flows for the year or quarter together with year-to-date figures and comparative figures for the corresponding periods of the prior year. | interim financial statements | Given the provision, provide with the correct label for the given provision |
Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. | advancement of expenses | Given the provision, provide with the correct label for the given provision |
Such revised Table of Contents, by this reference, is incorporated in the Purchase Agreement. | table of contents | Given the provision, provide with the correct label for the given provision |
Lender may, from time to time also require that Borrower maintain insurance reasonably acceptable to Lender for Commercial Auto, Workers Compensation, Environmental and such other insurance as Lender may require. | liability insurance | Given the provision, provide with the correct label for the given provision |
To the Knowledge of FBLB, there are no facts that would reasonably be expected to give rise to other Litigation against any of the FBLB Entities. | litigations | Given the provision, provide with the correct label for the given provision |
The Managing Member may change the name of the Company at any time and from time to time. | names | Given the provision, provide with the correct label for the given provision |
Each such notice shall specify the date and amount of such prepayment. | swing line loans | Given the provision, provide with the correct label for the given provision |
Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised. | exercise of options | Given the provision, provide with the correct label for the given provision |
The Company shall not be obligated to issue any shares of Common Stock pursuant to the terms of this Note, and the Holder shall not have the right to receive pursuant to the terms of this Note any shares of Common Stock, if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue pursuant to the terms of the Notes without breaching the Company's obligations under the rules or regulations of the Principal Market (the " Exchange Cap "), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of Common Stock in excess of such amount. | principal market regulation | Given the provision, provide with the correct label for the given provision |
The Executive will serve as Executive Vice President and Chief Financial Officer for the Company, and in such other positions as might be mutually agreed upon by the parties. | specific duties | Given the provision, provide with the correct label for the given provision |
(a) Each of the Lenders and each Agent hereby agrees that it shall not disclose any financial reports and other information from time to time supplied to it by the Company hereunder to the extent that such information is not and does not become publicly available and which the Company indicates at the time is to be treated confidentially, provided , however , that nothing herein shall affect the disclosure of any such information (i) by the Administrative Agent to any Lender, (ii) to the extent required by law (including statute, rule, regulation or judicial process), (iii) to counsel for any Lender or any Agent or to their respective independent public accountants, (iv) to bank examiners and auditors and appropriate government examining authorities or self-regulatory bodies having or claiming oversight any Lender or its affiliates, (v) to any Agent or any other Lender, (vi) in connection with any litigation to which any Lender or the Administrative Agent is a party relating hereto or in connection with the exercise of any remedies hereunder, (vii) to actual or prospective assignees and participants as contemplated by Section 9.06(e), (viii) to any Affiliate of any Agent or any Lender or to such Agent’s, Lender’s or Affiliate’s officers, directors, employees, agents and advisors, provided that, prior to any such disclosure, such Affiliate or such Affiliate’s officers, directors, employees, agents or advisors, as the case may be, shall agree to preserve the confidentiality of any confidential information relating to the Company received by it, (ix) to any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative, financial insurance or other transaction under which payments are to be made by reference to the Borrowers and their obligations hereunder, this Agreement or payments hereunder (it being understood that the DQ List may be disclosed to any assignee or Participant, or prospective assignee or Participant (in each case, for the avoidance of doubt, other than any Disqualified Institution), in reliance on this clause (ix)) or (x) with the written consent of the Company; a determination by a Lender or an Agent as to the application of the circumstances described in the foregoing clauses (i)-(ix) being conclusive if made in good faith; and each of the Lenders and each Agent agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such information is confidential. | confidentiality | Given the provision, provide with the correct label for the given provision |
The Acquisition Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects. | specified representations | Given the provision, provide with the correct label for the given provision |
The Parties also recognize that such procedures may change from time to time and that any such changes may affect the calculation of Development Costs, Allowable Expenses, Launch Costs, Sales, Net Sales, and such other expenses. | accounting procedures | Given the provision, provide with the correct label for the given provision |
Executive further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following his execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. | acknowledgment of waiver of claims under adea | Given the provision, provide with the correct label for the given provision |
Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.11 and Section 2.14 ; provided that each partial prepayment shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million or, if less, the outstanding principal amount of such Borrowing. | optional prepayments | Given the provision, provide with the correct label for the given provision |
In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. | confidential information | Given the provision, provide with the correct label for the given provision |
If Plaintiff seeks reinstatement or employment with Defendant, Defendant may refuse his employment without recourse. | no re-employment | Given the provision, provide with the correct label for the given provision |
The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. | specific performance | Given the provision, provide with the correct label for the given provision |
This Consolidation Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. | counterparts | Given the provision, provide with the correct label for the given provision |
(i) The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times specified in the Fee Letter. | other fees | Given the provision, provide with the correct label for the given provision |
No part of the proceeds of the Loans will be used, directly or indirectly, to purchase or carry any margin stock or to refinance any Indebtedness originally incurred for such purpose, or for any other purpose that entails a violation (including on the part of any Lender) of the provisions of Regulations U or X of the Board of Governors. | federal reserve regulations | Given the provision, provide with the correct label for the given provision |
Each Credit Party will, and will cause each of its Restricted Subsidiaries to, ensure that it does not establish or otherwise incur any obligations or liabilities with respect to any Canadian Defined Benefit Plan. | canadian pension plans | Given the provision, provide with the correct label for the given provision |
Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Annual Operating Statement for the Year and any audit conducted pursuant to Section 4.02 of the Management Agreements. | timing of payments | Given the provision, provide with the correct label for the given provision |
Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. | holder’s exercise limitations | Given the provision, provide with the correct label for the given provision |
Each Indemnified Claim may be defended, compromised, settled, or pursued by the Indemnified Person with counsel of the Agent’s selection (and if such Indemnified Claim is brought by a Person other than the Loan Parties, any guarantor or endorser of the Liabilities or any Affiliate of the Loan Parties, after consultation with (but not approval of) the Loan Parties regarding the selection of such counsel), but at the expense of the Borrower; provided that any Indemnified Claim may not be settled without the consent of the Loan Parties (which shall not be unreasonably withheld or delayed) if as the result of any such settlement the Loan Parties will be obligated to make any payment (other than reimbursement of the costs and expenses of the Indemnified Person). | indemnifications | Given the provision, provide with the correct label for the given provision |
The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“ Form S-3 ”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. | registrations on form s-3 | Given the provision, provide with the correct label for the given provision |
As of the date hereof, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof. | entire agreements | Given the provision, provide with the correct label for the given provision |
No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent under Section 9 of the Plan. | entire agreements | Given the provision, provide with the correct label for the given provision |
It is agreed that an express condition of the payment or provision by the Company of any severance amount or post termination benefit called for under Section 9(e)(3) and Section 9(g) of this Agreement (other than the payment of any Accrued Obligations) shall be subject to the Company's concurrent receipt of a general release of all claims against the Company and its affiliates by Executive in the form reasonably acceptable to the Company and Executive, and such release must be effective and irrevocable prior to the ninetieth (90th) day following the termination of the Executive's employment (the "Release"). | release of claims | Given the provision, provide with the correct label for the given provision |
In either of these cases, the Test or Tests will be considered completed and the Review Report will report a Test Fail for the related Review Receivable or applicable representation or warranty and the reason for the Test Fail. | missing or insufficient review materials | Given the provision, provide with the correct label for the given provision |
Tenant represents that it has had no dealings with any broker or agent in connection with the negotiation or execution of this Second Amendment other than Transwestern (“ Landlord’s Broker ”), whose rights to a commission to be paid by Landlord are governed by a separate written agreement with Landlord, and Newmark Grubb Knight Frank (“ Tenant’s Broker ”), whose rights to a commission to be paid by Landlord are governed by a separate written agreement with Landlord. | brokers | Given the provision, provide with the correct label for the given provision |
In all other respects, this Agreement shall continue and remain in full force and effect. | governing laws | Given the provision, provide with the correct label for the given provision |
The Parent and its Subsidiaries have performed and are in compliance with all of the terms of such Indebtedness and all instruments and agreements relating thereto, and no default or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute such a default or event of default, exists with respect to any such Indebtedness. | existing indebtedness | Given the provision, provide with the correct label for the given provision |
Effective as of the date hereof, (a) immediately prior to the execution and delivery of this Agreement, Howard E. Cosgrove and Edward R. Muller shall resign from the board of directors of the Company (the “ Board ”) and, (b) upon the execution and delivery of this Agreement and immediately following the effectiveness of such resignations, the Board shall appoint C. John Wilder, Jr. (the “ New Investor Director ”) and Barry T. Smitherman (the “ New Independent Director ,” and together with the New Investor Director, the “ New Directors ”) as new members of the Board to fill the directorship vacancies created by such resignations. | new directors | Given the provision, provide with the correct label for the given provision |
Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing the number of Make-Whole Shares requested, the Company shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make-Whole Shares shall be issued and delivered in the same manner and within the same time frames as set forth herein. | make-whole rights | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, a Member shall be obligated to indemnify the Company for any costs, damages or other expenses incurred by the Company as a result of the unauthorized action of such Member, its Principals or any officer, employee or agent of such Member. | exculpations | Given the provision, provide with the correct label for the given provision |
The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid by Purchaser, by wire transfer of immediately available federal funds to an account or accounts designated in writing by Seller on the Closing Date (the amount being paid under this Section 3.3 being herein called the “ Closing Payment ”). | closing payments | Given the provision, provide with the correct label for the given provision |
This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. | miscellaneous | Given the provision, provide with the correct label for the given provision |
The Company, in its sole discretion, may apply for and procure in its own name (whether or not for its own benefit) policies of insurance insuring Executive’s life. | insurances | Given the provision, provide with the correct label for the given provision |
21. Starting in 2016, Plaintiff began receiving text messages on his cellular telephone from short-code telephone number 310-44 which stated they were from “Lexington Law.” 22. The messages were sent to Plaintiff’s cellular telephone number xxx-xxx-5199. 23. Plaintiff is not a Lexington Law client or customer. Lexington Law obtained Plaintiff’s name and cellular telephone number through means unknown to Plaintiff. 25. Defendant did not place the text messages for an emergency purpose. B. Defendant’s Messages are Triggered by Inquiries on Plaintiff’s Credit Report 26. Plaintiff subscribes to a credit monitoring program through Experian and thus remains up-to-date on all activity on his credit report. 27. On each occasion, Plaintiff’s receipt of a text message from Lexington Law coincided with a ‘hard’ inquiry on Plaintiff’s credit report or the negative reporting of an account on Plaintiff’s credit report. 28. For instance, on February 9, 2017, Deville Asset Management reported the existence of an alleged outstanding debt on Plaintiff’s credit report. Two days later, on February 11, 2017, Lexington Law sent a text message to Plaintiff advertising its credit report services. 29. In addition, on more than one occasion, Plaintiff applied for a line of credit, was denied, and then received a text message from Lexington Law shortly thereafter. 30. On information and belief, Lexington Law received information from Plaintiff’s credit report regarding inquiries or reporting thereon, which triggered a text message being sent by Defendant’s system to Plaintiff’s cellular telephone to market Defendant’s credit repair services. 31. On information and belief, Lexington Law put this automated system in place to deliver such automated text messages to thousands of consumers, not just Plaintiff. 33. 15 U.S.C. § 1681b permits access to consumer reports for several specific, enumerated permissible purposes. “Collection of an account of [a] consumer” is one of them. Marketing of credit repair services is not. 34. Upon information and belief, Lexington Law obtained such notifications from Experian, or elsewhere, for an impermissible purpose, in violation of 15 U.S.C. § 1681b(f). 35. As a result of Defendant’s violation of § 1681b(f), Plaintiffs are entitled to damages, costs and attorney’s fees pursuant to 15 U.S.C. § 1681n(a). C. Allegations Regarding the Capacity of Defendant’s System 36. The text messages sent to Plaintiff’s cellular phone by Defendant were made with an ATDS as defined by 47 U.S.C. § 227(a)(1) and the FCC. The text messages were sent automatically, without any human intervention in the actual drafting or directing of the message to Plaintiff. 37. Lexington Law’s website provides terms and conditions for receipt of Lexington Law’s “automated texts about credit repair or credit repair marketing.” See https://www.lexingtonlaw.com/info/sms-terms (last visited Mar. 3, 2017).1 38. The text messages sent by Defendant to Plaintiff’s cell phone were sent with an ATDS, in that Defendant acquired Plaintiff’s number, stored it in a database connected to its telephonic or computer system, and then used its system to send text messages to Plaintiff’s cell phone automatically and without human intervention. 40. Plaintiff’s name and telephone number are stored on a list or database at Lexington Law. The database is connected to a computer system capable of sending text messages to cellular telephones from short-code 310-44. 41. The messages received by Plaintiff were composed of pre-written templates of text that were then automatically filled from Lexington Law’s database. Using computer programming code, and replacing values, Defendant’s computer programs converted the template text into messages like those received by Plaintiff. Thus, what may have appeared to be customized messages were, in fact, created through a computer algorithm with no human involvement. 42. Indeed, the name “Alycia” was a fictitious name not attributable to any actual human at Lexington Law. Plaintiff placed a call to Lexington Law as indicated in “Alycia’s” message and received a man who (1) was not Alycia, (2) did not know anything about the text messages Plaintiff was receiving, and (3) was not able to locate Plaintiff in Lexington Law’s customer files by name, telephone number, or social security number. 43. No human was involved in the sending of Defendant’s text messages to Plaintiff. 44. Moreover, like any computer system, Defendant’s computer-based text messaging system, which involves many computer servers equipped with multiple software applications, has the capacity to generate random numbers. See https://en.wikipedia.org/wiki/Pseudorandom_number_generator (last visited March 20, 2017). 45. Defendant’s computer-based system likewise has the capacity to generate sequential numbers. 47. Defendant’s system has the capacity to store and dial the random or sequential numbers it generates just like it stored and dialed Plaintiff’s number. 48. In the unlikely event that Defendant’s system does not already have the capacity to generate random or sequential numbers, that capacity can be trivially added. 49. The following computer programming ‘PHP’-language code could be added to Defendant’s system to generate random numbers: 1 2 3 4 5 6 7 <?php for ($randomNumber = mt_rand(1, 9), $i = 1; $i < 10; $i++) { $randomNumber .= mt_rand(0, 9); } var_dump($randomNumber); 50. This simplified PHP code would generate random numbers in Defendant’s ATDS system. 51. The Code would generate random numbers as follows: 1 string(10) "3446780111" 52. The ability to generate sequential numbers could also easily be added to Defendant’s system if it does not have it currently. 55. Lexington Law’s messages violated Plaintiff’s substantive consumer right to be free from receipt of telemarketing text messages to which he had not clearly and conspicuously consented in writing. 56. Lexington Law’s messages came at inconvenient times for Plaintiff and interrupted his activities. For example, one message on February 11, 2017 was received while Plaintiff was at the mall with his wife. 57. Plaintiff found receipt of the messages alarming and disconcerting in that they referred to “repairing his credit” and because he did not know why he was receiving them and did not want to receive them. 58. Receipt of Defendant’s unauthorized messages drained Plaintiff’s phone battery and caused Plaintiff additional electricity expenses and wear and tear on his phone and battery. 59. Plaintiff brings this case as a class action pursuant to Fed. R. Civ. P. 23 on behalf of himself and all others similarly situated. 60. Plaintiff represents, and is a member of the following class (the “Class”): All persons within the United States who, within four years of this Complaint, received on their cellular telephone at least one unauthorized text message from Defendant in which Defendant marketed its credit repair services. 62. Upon information and belief, Defendant sent text messages to cellular telephone numbers of thousands of consumers throughout the United States without their prior express consent. The members of the Class, therefore, are believed to be so numerous that joinder of all members is impracticable. 63. The exact number and identities of the Class members are unknown at this time and can only be ascertained through discovery. Identification of the Class members is a matter capable of ministerial determination from Defendant’s records. C. Common Questions of Law and Fact 65. The common questions in this case are capable of having common answers. If Plaintiff’s claims that Defendant routinely obtains credit report information for an impermissible purpose and sends automated telemarketing text messages to telephone numbers assigned to cellular telephone services without prior express written consent are accurate, Plaintiff and the Class members will have identical claims capable of being efficiently adjudicated and administered in this case. D. Typicality 66. Plaintiff’s claims are typical of the claims of the Class members, as they are all based on the same factual and legal theories. E. Protecting the Interests of the Class Members 67. Plaintiff will fairly and adequately protect the interests of the Class and has retained counsel experienced in handling class actions and claims involving unlawful business practices. Neither Plaintiff nor his counsel has any interests which might cause them not to vigorously pursue this action. F. Proceeding Via Class Action is Superior and Advisable 68. A class action is the superior method for the fair and efficient adjudication of this controversy. The interest of Class members in individually controlling the prosecutions of separate claims against Defendant is small because it is not economically feasible for Class members to bring individual actions. 70. Plaintiff repeats and realleges the above paragraphs of this Complaint and incorporates them herein by reference. 71. Defendant sent multiple automated text messages to cellular numbers belonging to Plaintiff and the other members of the Class without their prior express consent. 72. Each of the aforementioned messages by Defendant constitutes a violation of the 76. Plaintiff repeats and realleges the above paragraphs of this Complaint and incorporates them herein by reference. 77. Defendant knowingly and/or willfully sent multiple automated text messages to cellular numbers belonging to Plaintiff and the other members of the Class without their prior express written consent. 78. Each of the aforementioned messages by Defendant constitutes a knowing and/or willful violation of the TCPA. 79. As a result of Defendant’s knowing and/or willful violations of the TCPA, Plaintiff and the Class are entitled to an award of treble damages up to $1,500.00 for each call in violation of the TCPA pursuant to 47 U.S.C. § 227(b)(3)(B) and 47 U.S.C. § 227(b)(3)(C). 80. Additionally, Plaintiff and the Class are entitled to and seek injunctive relief prohibiting such conduct by Defendant in the future. 82. Plaintiff repeats and realleges the above paragraphs of this Complaint and incorporates them herein by reference. 83. The Fair Credit reporting Act limits access to consumer credit reports to several specific, enumerated permissible purposes. 15 U.S.C. § 1681b. 84. Defendant obtained Plaintiff and the Class members’ credit reports without a permissible purpose as set forth in 15 U.S.C. § 1681b. 85. As a result of Defendant’s violations of the FCRA, Plaintiff and the Class are entitled to an award of statutory damages pursuant to 15 U.S.C. § 1681n(a)(1); 86. Plaintiff and the Class are also entitled to punitive damages pursuant to 15 U.S.C. § 1681n(a)(2) and reasonable attorney’s fees and costs pursuant to 15 U.S.C. § 1681n(a)(3). 87. Additionally, Plaintiff and the Class are entitled to and seek injunctive relief prohibiting such conduct by Defendant in the future. A. The Class A. Text Messages Sent to Plaintiff Dated: March 20, 2017 Respectfully submitted, By: /s/ Sergei Lemberg Sergei Lemberg Knowing and/or Willful Violations of the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq. Violations of the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq. Willful Violations of the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq. | lose | Please read the following class action and provide the verdict of the class action either win or lose |
If Beneficiary elects to exercise its power of sale with respect to the Real Property and other portions of the Mortgaged Property, or any part thereof, Trustee shall record a notice of default in each city or county in which any part of such Real Property and other Mortgaged Property is located in the form prescribed by applicable law and shall mail copies of such notice in the manner prescribed by applicable law. | power of sale | Given the provision, provide with the correct label for the given provision |
The Borrower, each Lender and the Administrative Agent hereby appoint CCT, pursuant to the terms and conditions of this Agreement, as Servicer, with the authority to service, administer and exercise rights and remedies, on behalf of the Borrower, in respect of the Collateral Portfolio. | initial servicer | Given the provision, provide with the correct label for the given provision |
Participant hereby provides explicit consent to the Company and any Subsidiary to process any such personal data and sensitive personal data. | transfer of data | Given the provision, provide with the correct label for the given provision |
Executive will be eligible to participate in the Company’s 2011 Incentive Equity Plan (the “2011 Plan”) and any successor to such plan in accordance with the terms and conditions of the 2011 Plan and any successor to such plan. | equity awards | Given the provision, provide with the correct label for the given provision |
Context:
Exhibit 28 (h) (1) (a) under Form N‐1A Exhibit 99 under item 601/REG. S‐K
SERVICES AGREEMENT
THIS AGREEMENT, dated and effective as of January 1, 2004 (this "Agreement") between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the "Adviser"), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust ("FASC"),
WITNESSETH:
WHEREAS, the Adviser serves pursuant to advisory or subadvisory agreements ("Advisory Agreements") as investment advisor or subadvisor to investment companies registered under the Investment Company Act of 1940 (the "1940 Act") and/or separate accounts not required to be so registered (collectively, "Accounts"); and
WHEREAS, the Adviser desires to engage FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. Services. FASC agrees to provide to the Adviser the services indicated in Exhibit A to this Agreement (the "Services").
2. Fees. For its Services under this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.
3. Records. FASC shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized representatives.
4. Limitation of Liability and Indemnification.
(a) FASC shall not be responsible for any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
(b) The Adviser shall indemnify FASC and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefrom.
(c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.
5. Duration and Termination.
(a) Subject to the remaining provisions of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated by mutual agreement of the parties hereto or by either party on not less than 60 days' written notice to the other party hereto.
(b) Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a "registered investment company") are services referred to in the definition of "investment advisor" under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as "investment advisory services"), then with respect to such Account, this Agreement:
(i) shall not commence until the effective date of its approval by the board of directors or trustees ("Board") of such Account;
(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;
(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days' written notice to the Adviser;
(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.
6. Amendment. This Agreement may be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities of such Account as defined in Section 2(a)(42) of the 1940 Act.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
8. Section Headings; Counterparts. The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement as of the effective date first above written.
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President
FEDERATED ADVISORY SERVICES COMPANY
By: /s/ Keith M. Schappert Name: Keith M. Schappert Title: President
EXHIBIT A
DESCRIPTION OF SERVICES
The following are the categories of Services to be provided by FASC to the Adviser pursuant to the Agreement:
Performance attribution. Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio's performance. Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models.
Administration and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.
Categories 1 and 2 above shall not be treated as "investment advisory services" for purposes of Section 5(b) of the Agreement.
EXHIBIT B
CALCULATION AND PAYMENT OF SERVICES FEES
For each Category of Services referenced in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:
Services Fee = Cost of Services x Adviser's Assets under Management Total Assets Under Management x (1 + Applicable Margin)
Where:
"Cost of Services" is FASC's total Operating Costs incurred in providing the applicable Category of Services during the month to all investment advisers for which FASC provides that Category of Services.
"Adviser's Assets under Management" is the total average assets under management for the month for all Accounts or portions thereof for which the Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.
"Total Assets under Management" is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers (including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize the Category of Services.
"Applicable Margin" is 0.10.
"Operating Costs" means all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services.
Question:
Highlight the parts (if any) of this contract related to "Governing Law" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract? | This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. | Given the context, answer the question that follows |
A Recipient shall be credited with dividend equivalents equal to the dividends the Recipient would have received if the Recipient had been the actual record owner of the Underlying Shares on each dividend record date on or after the Grant Date and through the date the Recipient receives a settlement pursuant to Section 4 below (the “Dividend Equivalent”). | dividends | Given the provision, provide with the correct label for the given provision |
Employee will also be eligible for long-term incentive awards under the Company’s Omnibus Incentive Plan if and when annual awards are granted by the Company. | equity awards | Given the provision, provide with the correct label for the given provision |
Each payment made in connection with an optional redemption permitted under this Section 4(a) shall be applied Pro Rata among all outstanding Notes. | optional redemptions | Given the provision, provide with the correct label for the given provision |
Each Deposit Account (other than an Excluded Deposit Account) shall be subject to a Deposit Account Control Agreement which shall perfect the Administrative Agent’s security interest by control at all times after (x) with respect to Deposit Accounts maintained on the Closing Date, 90 days after the Closing Date (or such later date as agreed by the Administrative Agent in its reasonable discretion) and (y) with respect to Deposit Accounts acquired or established after the Closing Date, 60 days after the date so acquired or established (or such later date as agreed by the Administrative Agent in its reasonable discretion). | deposit accounts | Given the provision, provide with the correct label for the given provision |
The Note shall not be secured. | collateral for the notes | Given the provision, provide with the correct label for the given provision |
The Borrower has no Indebtedness or other indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (i) Indebtedness incurred under the terms of the Transaction Documents and (ii) Indebtedness incurred pursuant to certain ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other Transaction Documents. | indebtedness | Given the provision, provide with the correct label for the given provision |
Even though Confidential Information may be within one of the exceptions described in the preceding sentence, the Receiving Party shall not disclose to third parties that the excepted Confidential Information was received from the Disclosing Party. | exceptions | Given the provision, provide with the correct label for the given provision |
The Borrower Parties and their respective Subsidiaries have not been in violation of the Fair Labor Standards Act, the Employment Standards Act, or any other applicable federal, state, provincial, territorial, local or foreign law, except where such violation, either individually or in the aggregate, could not reasonably be expected to be material. | labor relations | Given the provision, provide with the correct label for the given provision |
Each Borrower agrees, on behalf of itself and its Subsidiaries, not to assert any claim or counterclaim against any such persons with regard to such matters, all such claims and counterclaims, now existing or hereafter arising, whether known or unknown, foreseen or unforeseeable, being hereby waived, released and forever discharged. | no duty | Given the provision, provide with the correct label for the given provision |
If moreover, any one or more of the provisions contained in this Release Agreement will for any reason be held to be excessively broad as to duration, geographical scope, activity, or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear consistent with the general intent of Executive and Company insofar as possible. | severability | Given the provision, provide with the correct label for the given provision |
As soon as practicable after any of your Restricted Stock Units vest (but no later than two-and-one-half months from the end of the fiscal year in which vesting occurs), the Company will settle such vested Restricted Stock Units by delivering an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to the number of Restricted Stock Units that have vested. | settlement of restricted stock units | Given the provision, provide with the correct label for the given provision |
This Note shall be governed by and interpreted in accordance with the laws of the State of Nevada without regard to the principles of conflicts of law (whether of the State of Nevada or any other jurisdiction). | governing laws | Given the provision, provide with the correct label for the given provision |
Any Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future. | unsecured general creditors | Given the provision, provide with the correct label for the given provision |
The Company shall pay or reimburse the Executive for all reasonable business expenses, including without limitation the cost of first class air travel and dues for industry-related association memberships, incurred or paid by the Executive in the performance of his/her duties and responsibilities hereunder, subject to (i) any expense policy of the Company set by the Board from time to time, including without limitation any portion thereof intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder (“Section 409A”) and (ii) such reasonable substantiation and documentation requirements as may be specified by the Board or CEO from time to time. | business expenses | Given the provision, provide with the correct label for the given provision |
This Amendment shall become binding when one or more counterparts of this Amendment, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. | counterparts | Given the provision, provide with the correct label for the given provision |
The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. | collateral agents | Given the provision, provide with the correct label for the given provision |
Subject to Section 2.6 , upon the occurrence and during the continuance of a Default or Event of Default, Agent may notify any bank or securities intermediary to liquidate the applicable Deposit Account or Securities Account or any related Investment Property (in each case to the extent subject to a Control Agreement) of the Loan Parties maintained or held thereby and remit the proceeds thereof to Agent’s Account. | control agreements | Given the provision, provide with the correct label for the given provision |
Upon complying with Section 6(b) above, a participant shall have all the rights of a stockholder with respect to the Restricted Stock, including voting and dividend rights, subject to non-transferability restrictions and Company repurchase rights described in this Section 6 and subject to such other conditions contained in the written instrument evidencing the Restricted Stock Award. | rights as a stockholder | Given the provision, provide with the correct label for the given provision |
The Loan Parties and each of their Subsidiaries has (either in the name of such Loan Party or in such Subsidiary's name), with insurance companies believed by the Borrower to be financially sound and reputable insurance companies, insurance in at least such amounts and against at least such risks (including on all its property, and public liability and worker's compensation) as are usually insured against in the same general area by companies of established repute engaged in the same or similar business. | insurances | Given the provision, provide with the correct label for the given provision |
As of the Effective Date, all written reports, certificates or other written information (other than estimates and information of a general economic nature) concerning the Borrower and its Subsidiaries and any transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lender or the Administrative Agent in connection with the transactions contemplated hereby on or before the date hereof (the “ Information ”), when taken as a whole, as of the date such Information was furnished to the Lenders and as of the Effective Date, did not contain any untrue statement of a material fact as of such date or omit to state a material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time when prepared, it being recognized by the Lenders that such projections and other information regarding future events are not to be viewed as fact and that actual results or developments during the period or periods covered may differ from the delivered projections and other prospective information and such differences may be material and that such projected financial information is not a guarantee of financial performance. | disclosures | Given the provision, provide with the correct label for the given provision |
The sole business of (a) the Worldwide Plaza Borrower is the management and operation of the Property and (b) the Amenities Borrower is the ownership of the Membership Interests and the related management indirectly of the WWP Amenities Subsidiaries holding, indirectly, the Pledged Mortgages and acting as agent for, indirectly, the holders of the Charity Mortgages. | organizations | Given the provision, provide with the correct label for the given provision |
Any modifications for nonstandard buildings, whether required by local zoning or building laws or otherwise, must be approved in writing by Sonic and are to be paid by Licensee. | plans | Given the provision, provide with the correct label for the given provision |
The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. | reliance by administrative agents | Given the provision, provide with the correct label for the given provision |
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, PROVIDED THAT IF PERFECTION OR THE EFFECT OF PERFECTION OR NON-PERFECTION OR THE PRIORITY OF ANY SECURITY INTEREST IN ANY COLLATERAL IS GOVERNED BY THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, THE LAWS OF SUCH JURISDICTION SHALL GOVERN WITH RESPECT TO SUCH PERFECTION, THE EFFECT OF PERFECTION OR NON-PERFECTION OR PRIORITY. | governing laws | Given the provision, provide with the correct label for the given provision |
To the extent any conflict or inconsistency between this BAA and the terms and conditions of any Agreement exists, the terms of this BAA shall prevail. | effects | Given the provision, provide with the correct label for the given provision |
Any such sale or sales of the Mortgaged Property shall operate to divest all right, title, interest, claim and demand whatsoever either at Law or in equity, of the Mortgagor of, in, and to the premises and the property sold, and shall be a perpetual bar, both at Law and in equity, against the Mortgagor, and the Mortgagor’s successors or assigns, and against any and all persons claiming or who shall thereafter claim all or any of the property sold from, through, or under the Mortgagor, or the Mortgagor’s successors or assigns. | effect of sale | Given the provision, provide with the correct label for the given provision |
Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. | general provisions | Given the provision, provide with the correct label for the given provision |
If Tenant signs as a corporation, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing corporation, that Tenant has and is qualified to do business in Florida, that the corporation has full right and authority to enter into this Lease and that each and both of the persons signing on behalf of the corporation were authorized to do so. | no release | Given the provision, provide with the correct label for the given provision |
Any arbitration fees, including compensation for the arbitrator, will be divided equally between the parties, unless otherwise required by law. | mandatory arbitration | Given the provision, provide with the correct label for the given provision |
Executive represents that, as of the date Executive executes this Agreement, he has not filed or caused to be filed any suits against any Releasee and that no such suits have been filed on his behalf. | covenant not to sue | Given the provision, provide with the correct label for the given provision |
Licensee shall pay the full amount of the license fees according to the payment terms specified in Exhibit A . | payments | Given the provision, provide with the correct label for the given provision |
With respect the Suites 9090 and 9040 Additional Premises, the parking provisions set forth in the Lease shall continue to apply on the terms and conditions set forth therein, except that effective as of the Suites 9090 and 9040 Additional Premises Commencement Date (i) the parking made available to Tenant shall be increased by 15 reserved parking spaces and 33 unreserved parking spaces in the surface parking lot serving Building 8, and (ii) Tenant shall be entitled to the use of such unreserved parking spaces at no additional charge. | parking | Given the provision, provide with the correct label for the given provision |
The Company hereby grants to the individual named in the Notice of Grant attached as Part I of this Award Agreement (the “ Participant ”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. | grants | Given the provision, provide with the correct label for the given provision |
The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower Representative, certifying (i) that the representations and warranties contained in Article III are true and correct in all material respects ( provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and (ii) that no Default or Event of Default has occurred and is continuing as of such date. | no default certificate | Given the provision, provide with the correct label for the given provision |
Conversion Failure Company will not be subject to any penalties once its transfer agent processes the shares to the DWAC system. | company's failure to timely convert | Given the provision, provide with the correct label for the given provision |
The award will be split with 70% of the value in the form of restricted stock and 30% of the value in the form of stock options. | annual equity | Given the provision, provide with the correct label for the given provision |
Engage in any material line of business substantially different from those lines of business conducted by the REIT, the Borrower and their respective Subsidiaries on the Restatement Effective Date or any business substantially related or incidental thereto. | change in nature of business | Given the provision, provide with the correct label for the given provision |
Additionally, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Subfacility then in effect, then, within two (2) Business Days after receipt of such notice, the Borrower shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Subfacility. | certain credit support events | Given the provision, provide with the correct label for the given provision |
Capitalized terms in this Amendment but not otherwise defined in this Amendment shall have the meanings set forth in the Purchase Agreement. | definitions | Given the provision, provide with the correct label for the given provision |
If at any time the performance of any provision of this Note or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of the Borrower and the Lender that all payments under this Note are to be credited first to interest as permitted by law, but not in excess of (i) the agreed rate of interest set forth herein or therein or (ii) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal. | usury | Given the provision, provide with the correct label for the given provision |
Both such policies shall contain waivers of subrogation in favor of Landlord. | worker’s compensation | Given the provision, provide with the correct label for the given provision |
The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy all applicable taxes (including Grantee's income tax and employee national insurance obligations) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the Units. | payment of taxes | Given the provision, provide with the correct label for the given provision |
Upon forms provided and in accordance with procedures established by the Corporation, each Director may designate in writing (and change a previous designation of) the Beneficiary or Beneficiaries (as defined in Section 8.2(b)) that the Director chooses to receive the cash or Common Stock payable under this Plan after his or her death, subject to applicable laws (including any applicable community property and probate laws). | beneficiary designations | Given the provision, provide with the correct label for the given provision |
In the event that the Company (or any Subsidiary (as defined in the Underwriting Agreement)) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company. | other events | Given the provision, provide with the correct label for the given provision |
There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein. | entire agreements | Given the provision, provide with the correct label for the given provision |
Any and all of the Company’s assets shall be, and remain, the general unpledged, unrestricted assets of the Company. | unsecured general creditors | Given the provision, provide with the correct label for the given provision |
The servicing and collection practices used by Seller with respect to the Purchased Loan have been, in all material respects, legal and have met customary industry standards for servicing of similar commercial loans. | servicing | Given the provision, provide with the correct label for the given provision |
All such policies must be endorsed with a Waiver of Subrogation endorsement, effectively waiving rights of recovery under subrogation or otherwise, against Provider, and shall contain where applicable, a severability of interest clause and a standard cross liability clause. | waiver of subrogation | Given the provision, provide with the correct label for the given provision |
The Accounting Firm shall be directed by Frontier or you, as applicable, to submit its preliminary determination and detailed supporting calculations to both Frontier and you within 15 calendar days after the date of your termination of employment, if applicable, and any other such time or times as may be requested by Frontier or you. | accountings | Given the provision, provide with the correct label for the given provision |
In making any such sale, the Company shall be deemed to be acting on behalf and for the account of Grantee. | tax withholdings | Given the provision, provide with the correct label for the given provision |
This subsection shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person. | treatment of certain refunds | Given the provision, provide with the correct label for the given provision |
With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 5(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and the Affiliated Companies and their families. | disability | Given the provision, provide with the correct label for the given provision |
The Parties each hereby agree and consent that any such suit, claim, demand, action, proceeding or cause of action shall be decided by court trial without a jury and that the Parties to this Agreement may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the Parties hereto to the waiver of their right to trial by jury. | waiver of jury trials | Given the provision, provide with the correct label for the given provision |
It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser. | repurchase upon breach | Given the provision, provide with the correct label for the given provision |