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This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. | counterparts | Given the provision, provide with the correct label for the given provision |
Buyer may assign this Agreement and its rights under this Agreement to any affiliate of Buyer. | assignments | Given the provision, provide with the correct label for the given provision |
By executing this Amendment, each of the Loan Parties (a) consents to this Amendment and the performance by Borrowers and each of the other Loan Parties of their obligations hereunder, (b) acknowledges that notwithstanding the execution and delivery of this Amendment, the obligations of each of the Loan Parties under each of the Security Documents and each of the other Loan Documents to which such Loan Party is a party, are not impaired or affected and each Security Document and each such other Loan Document continues in full force and effect, (c) affirms and ratifies, to the extent it is a party thereto, each Security Document and each other Loan Document with respect to all of the Obligations as expanded or amended hereby, and (d) hereby represents and warrants that, as of the date hereof, the Loan Parties do not, to their Knowledge, have, nor claim, any offsets or defenses to their respective Obligations, and have no other claims or causes of action against, any of the Lenders or the Agent in connection with the Loan Documents (as amended hereby). | acknowledgements | Given the provision, provide with the correct label for the given provision |
The shares of Common Stock issued as payment for vested PSUs will be registered under the U.S. federal securities laws and will be freely tradable upon receipt. | restrictions on sale of securities | Given the provision, provide with the correct label for the given provision |
On each Payment Date, the Trustee shall, if so directed by the Collateral Manager, transfer to the Expense Reserve Account an amount equal to the excess, if any, of the Administrative Expense Cap over the amounts due under clause s ( 1) and (2) of Section 11.1(a)(i)(A) (up to U.S.$50,000) to the Expense Reserve Account in accordance with clause (3) of Section 11.1(a)(i)(A) . | expense reserve account | Given the provision, provide with the correct label for the given provision |
Any such arbitration will be administered in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”), in or near the area of Plymouth, Michigan before an experienced employment law arbitrator licensed to practice law in that jurisdiction who has been selected in accordance with such Rules. | arbitration | Given the provision, provide with the correct label for the given provision |
The exercise by CF Corp or Seller of any right to enforce this Letter Agreement does not give rise to any other remedies, monetary or otherwise. | enforceability | Given the provision, provide with the correct label for the given provision |
The Company shall deliver to the Recipient or in the event of the Recipient’s death, to the beneficiary or beneficiaries designated by the Recipient, or if the Recipient has not so designated any beneficiary(ies), or no designated beneficiary survives the Recipient, to the personal representative of the Recipient’s estate, Shares corresponding to the Vested RSUs on, or as soon as administratively practicable after, the Delivery Date, but in no event more than sixty (60) days thereafter. | delivery of shares | Given the provision, provide with the correct label for the given provision |
If the Bank so notifies the Borrower of its intent to renew the definition of “Termination Date” shall automatically be amended to reflect such additional year (i.e. | renewals | Given the provision, provide with the correct label for the given provision |
Any certificate signed by a duly authorized representative of Company and delivered to Purchaser or to counsel for Purchaser shall be deemed to be a representation and warranty by Company to Purchaser as to the matters set forth therein. | representations | Given the provision, provide with the correct label for the given provision |
On the Enrollment Date of each Offering Period, each Employee participating in such Offering Period will be granted an option to purchase on the Exercise Date(s) of such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such participant’s Contributions accumulated prior to such Exercise Date and retained in the participant’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event will a participant be permitted to purchase during each Offering Period more than five thousand (5,000) shares of Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase will be subject to the limitations set forth in Sections 3(c) and 13. | grant of options | Given the provision, provide with the correct label for the given provision |
The Borrower shall use the proceeds of the Initial Term A Loans made on the Closing Date to finance a portion of the satisfaction and discharge of the First Lien Notes and to pay premiums, interest, fees and expenses associated with the foregoing and for other general corporate purposes. | use of proceeds | Given the provision, provide with the correct label for the given provision |
By a notice given pursuant to this Section 5.2, either party may hereafter designate a different address for notices to be given to the party. | notices | Given the provision, provide with the correct label for the given provision |
Neither Party shall be deemed to be an agent, employee, joint venturer or partner of the other and neither Party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other Party or to bind that Party in any manner. | no agency | Given the provision, provide with the correct label for the given provision |
The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. | administration | Given the provision, provide with the correct label for the given provision |
Investor has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Securities and participation in the transactions contemplated by the Transaction Documents (i) comply and are consistent with all investment policies, guidelines and other restrictions applicable to Investor and (ii) do not and will not violate or constitute a default under Investor’s charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which Investor is bound. | accredited investors | Given the provision, provide with the correct label for the given provision |
If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01 , it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. | treatment of certain refunds | Given the provision, provide with the correct label for the given provision |
None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. | intellectual property | Given the provision, provide with the correct label for the given provision |
The plan shall become effective on the date of adoption by the board of directors, subject to approval by the Company’s stockholders within twelve months thereafter. | term of the plan | Given the provision, provide with the correct label for the given provision |
Except as expressly provided in this Agreement, neither Customer nor Operator makes any guarantees or warranties of any kind, expressed or implied. | no guarantees or warranties | Given the provision, provide with the correct label for the given provision |
Any entity (i) into which Santander Consumer may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or substantially as a whole or any entity resulting from any merger, sale, transfer, conversion or consolidation to which Santander Consumer shall be a party, or any entity succeeding to the business of Santander Consumer shall be the successor to Santander Consumer under this Agreement and (ii) of which more than 50% of the voting stock or voting power and 50% or more of the economic equity is owned directly or indirectly by Banco Santander, S.A. and which executes an agreement of assumption to perform every obligation of Santander Consumer under this Agreement, shall be the successor to Santander Consumer under this Agreement, in each case, including but not limited to in connection with its obligation to repurchase Receivables pursuant to Section 3.4 and without the execution or filing of any additional paper or any further act on the part of any of the parties hereto, other than as contemplated by Section 3.5 . | binding effects | Given the provision, provide with the correct label for the given provision |
None of the Permitted Encumbrances, individually or in the aggregate, materially and adversely (i) affect the value of any Individual Property, (ii) impair the use or operations of any Individual Property or (iii) impair Borrower’s ability to pay its obligations in a timely manner. | title to property | Given the provision, provide with the correct label for the given provision |
Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 11.11 . | withholding tax | Given the provision, provide with the correct label for the given provision |
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. | indemnification by the lenders | Given the provision, provide with the correct label for the given provision |
Except to the extent publicly disclosed by the Company, Novogratz agrees to maintain the confidentiality of this Separation Agreement, and to refrain from disclosing or making reference to its terms, except (a) as required by law; or (b) with his accountant or attorney for the sole purposes of obtaining, respectively, financial or legal advice; or (c) with his immediate family members (the parties in clauses (b) and (c), “ Permissible Parties ”); provided that the Permissible Parties agree to keep the terms and existence of this Separation Agreement confidential. | confidentiality | Given the provision, provide with the correct label for the given provision |
This Amendment is effective as of the Effective Date specified below. | effective date of amendment | Given the provision, provide with the correct label for the given provision |
The Parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Schedule A in lieu of severing such unenforceable provision from this Schedule A in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Schedule A or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. | severability | Given the provision, provide with the correct label for the given provision |
Use commercially reasonable efforts to maintain a corporate family rating of Parent from each of S&P and Moody’s; provided that there shall be no requirement to obtain or maintain any specific rating. | maintenance of ratings | Given the provision, provide with the correct label for the given provision |
Subject to the terms and conditions set forth in this Agreement, including without limitation, Section 2.18., each Revolving Lender severally and not jointly agrees to make Revolving Loans to the Borrowers during the period from and including the Effective Date to but excluding the Revolving Termination Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, such Revolving Lender’s Revolving Commitment. | making of revolving loans | Given the provision, provide with the correct label for the given provision |
The Company will reimburse you for business expenses that are reasonable and necessary for you to perform, and were incurred by you in the course of the performance of, your duties pursuant to this Agreement and in accordance with the Company’s expense reimbursement policies. | expenses | Given the provision, provide with the correct label for the given provision |
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. | severability | Given the provision, provide with the correct label for the given provision |
The Company shall not directly and/or indirectly enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, lending funds to an Affiliate and/or borrowing funds from any Affiliate, the purchase, sale, lease, transfer or exchange of property, securities or assets of any kind or the rendering of services of any kind) with any officer, director, Affiliate and/or any Affiliate of such person. | transactions with affiliates | Given the provision, provide with the correct label for the given provision |
Subject to Section 7(b)(5) below the Administrator may (but, for the avoidance of doubt, need not) provide for payment (a "cash-out"), with respect to some or all Awards or any portion thereof, equal in the case of each affected Award or portion thereof to the excess, if any, of (A) the fair market value of one share of Stock (as determined by the Administrator in its reasonable discretion) times the number of shares of Stock subject to the Award or such portion, over (B) the aggregate exercise or purchase price, if any, under the Award or such portion (in the case of an SAR, the aggregate base value above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and other terms, and subject to such conditions, as the Administrator determines. | cash-out of awards | Given the provision, provide with the correct label for the given provision |
All such other distributions shall be credited to the Director subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid and shall be paid to the Director promptly after the full vesting of the Restricted Shares with respect to which such distributions were made. | rights as a stockholder | Given the provision, provide with the correct label for the given provision |
In addition, on the Revolving Maturity Date, the Term A Maturity Date , the Term B-1 Maturity Date or the Term B -2 Maturity Date, as applicable, then in effect for each Non-Extending Lender, the Borrower shall prepay any Revolving Loans, Term A Loans , Term B-1 Loans or Term B -2 Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 3.05 ) to the extent necessary to keep outstanding Revolving Loans, Term A Loans , Term B-1 Loans or Term B -2 Loans, as applicable, ratable with any revised Applicable Percentages of the respective Revolving Lenders, Term A Lenders , Term B-1 Lenders or Term B -2 Lenders, as applicable, effective as of such date. | conditions to effectiveness of extensions | Given the provision, provide with the correct label for the given provision |
The Board reserves the right to amend this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, interpretation, ruling, or judicial decision. | amendments | Given the provision, provide with the correct label for the given provision |
The applicable Borrower or the Company, as applicable, shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof. | certificates from lenders | Given the provision, provide with the correct label for the given provision |
The General Partner shall have authority to (a) withhold any distribution otherwise payable to any Partner until any such repurchase rights have lapsed or any such requirements have been satisfied, (b) pay any distribution to any Partner that is Contingent as of the distribution date and require the refund of any portion of such distribution that is Contingent as of the Withdrawal Date of such Partner, (c) amend any previously established repurchase rights or other requirements from time to time and (d) make such exceptions thereto as it may determine on a case by case basis. | repurchase rights | Given the provision, provide with the correct label for the given provision |
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will constitute good and sufficient service of process and notice thereof. | governing laws | Given the provision, provide with the correct label for the given provision |
If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. | assignments | Given the provision, provide with the correct label for the given provision |
Each of the Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Financing Documents to which it is a party (after giving effect hereto). | reaffirmations | Given the provision, provide with the correct label for the given provision |
The Deposit, together with all interest earned on such sums, are herein referred to collectively as the “Earnest Money.” All interest accruing on such sums shall become a part of the Earnest Money and shall be distributed as Earnest Money in accordance with the terms of this Agreement. | earnest money | Given the provision, provide with the correct label for the given provision |
Administrative Agent shall have received, in respect of each Credit Party and the Parent Guarantor, sufficient copies of each Constituent Document as Administrative Agent shall request, certified as of the Closing Date by a Responsible Officer of such Person and, to the extent applicable, certified as of the Closing Date or a recent date prior thereto by the appropriate Governmental Authority. | constituent documents | Given the provision, provide with the correct label for the given provision |
(a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, to make Loans to the Borrower, at any time and from time to time after the Effective Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment; provided that at no time shall the aggregate principal amount of all outstanding Loans exceed 95.0% of the Guaranteed Amount or the Maximum Amount Due exceed the Guaranteed Amount. | loan commitments | Given the provision, provide with the correct label for the given provision |
Except as provided herein, the Employee shall work exclusively for the Company and its corporate affiliates and shall, at each moment in time, have the actual authority, powers and duties (the “ Duties ”) with the Company and the Guarantor customarily associated with the officer position(s) the Employee then holds. | nature of duties | Given the provision, provide with the correct label for the given provision |
During the Term, Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company’s senior executives or to its employees on substantially the same basis that such benefits are provided to such senior executives (including, without limitation, profit-sharing, savings and other retirement plans (e.g., a 401(k) plan) or programs, medical, dental, hospitalization, vision, short-term and long-term disability and life insurance plans or programs, accidental death and dismemberment protection, travel accident insurance, and any other employee welfare benefit plans or programs that may be sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans or programs, whether funded or unfunded); provided , however , that nothing in this Agreement shall be construed to require the Company to establish or maintain any such plans, programs or arrangements. | benefits | Given the provision, provide with the correct label for the given provision |
Whether or not cause exists for the termination of this Agreement under this provision 17(c) shall be determined by the Company in its sole judgment, subject only to applicable laws. | cause | Given the provision, provide with the correct label for the given provision |
If the Plan is amended to freeze benefit accruals, no additional contributions shall be credited to any Participant Account hereunder. | amendment or termination | Given the provision, provide with the correct label for the given provision |
Neither KCAP nor BCP shall, nor shall they permit any of their respective Subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the Contemplated Transactions without the prior consent (which consent shall not be unreasonably withheld) of BCP, in the case of a proposed announcement or statement by KCAP, or KCAP, in the case of a proposed announcement or statement by BCP; provided , however , that any Party may, without the prior written consent of the other Party (but after prior consultation with the other Party to the extent practicable under the circumstances) issue or cause the publication of any press release or other public announcement to the extent required by Law or by the rules and regulations of NASDAQ or any other applicable securities exchange. | publicity | Given the provision, provide with the correct label for the given provision |
Upon payment of the Purchase Price and the filing of the financing statement and delivery of the Mortgage Files to the Custodian and Custodian’s receipt of the related Request for Certification, the Administrative Agent shall become the sole owner of the Purchased Mortgage Loans and related Repurchase Assets for the benefit of Buyers and Repledgees, free and clear of all liens and encumbrances. | ownership | Given the provision, provide with the correct label for the given provision |
Such Buyer (i) is acquiring the Preferred Shares and the Warrants purchased by such Buyer hereunder, (ii) upon any conversion of such Preferred Shares, will acquire the Conversion Shares then issuable, and (iii) upon any exercise of such Warrants, will acquire the Warrant Shares then-issuable upon exercise thereof (the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares being collectively referred to herein as the “ Securities ”) for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the 1933 Act; provided , however , that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. | investment purposes | Given the provision, provide with the correct label for the given provision |
Obligors acknowledge that Events of Default under the Loan Documents have occurred and are continuing, and prospective Events of Default are anticipated to occur, each as more specifically described in Exhibit A attached hereto (the “ Specified Defaults ”). | existing defaults | Given the provision, provide with the correct label for the given provision |
Each issuer and owner of Pledged Equity party to this Agreement hereby acknowledges, consents and agrees to the grant of the security interests in such Pledged Equity by the applicable Obligors pursuant to this Agreement, together with all rights accompanying such security interest as provided by this Agreement and applicable law, notwithstanding any anti-assignment provisions in any operating agreement, limited partnership agreement or similar organizational or governance documents of such issuer. | consent of issuers of pledged equity | Given the provision, provide with the correct label for the given provision |
As of the Effective Date and for so long as Lilly and its Affiliates beneficially own shares of Company Common Stock representing less than a majority but at least 10% of the total voting power of all of the then outstanding shares of Company Voting Stock, each committee of the Company Board (other than the Audit Committee) shall, unless Lilly consents otherwise, include at least one Lilly Designee to the extent permitted by Law or applicable Commission or stock exchange requirement (and, to the extent it would be greater than one Lilly Designee, the number of Lilly Designees (rounded to the nearest whole number) that is equal to the product of (a) the percentage of the total voting power of all of the then outstanding shares of Company Voting Stock beneficially owned by Lilly and its Affiliates and (b) the number of directors then on such committee); provided , that each such committee, as a result of such designation(s), complies with Law and any applicable Commission or stock exchange director independence requirements. | committees | Given the provision, provide with the correct label for the given provision |
As of the date hereof, the authorized capital stock of the Company consists of: (i) 500,000,000 shares of Common Stock, of which approximately 324,125,983 shares are issued and outstanding; and (ii) 20,000,000 shares of preferred stock, of which 0 are issued and outstanding. | capitalization | Given the provision, provide with the correct label for the given provision |
Landlord shall cause its space planner and engineering firm to prepare all plans, mechanical, electrical and plumbing drawings and specifications (the “ Drawings ”) necessary to construct the improvements of the Premises (the “ Work ”), The cost of the Drawings shall be paid out of the Construction Allowance (hereinafter defined). | drawings | Given the provision, provide with the correct label for the given provision |
If a Plan amendment does not take effect as of the effective date of the amendment because of the limitation of Section 16.1(a)(ii) or Section 16.1(b)(iii), but is permitted to take effect later in the same Plan Year (as a result of additional contributions or pursuant to the enrolled actuary's certification of the adjusted funding target attainment percentage for the Plan Year that meets the requirements of Regulation § 1.436-1(g)(5)(ii)(C), then the Plan amendment must automatically take effect as of the first day of the Plan Year (or, if later, the original effective date of the amendment). | treatment of plan amendments that do not take effect | Given the provision, provide with the correct label for the given provision |
With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act (“ Regulation D Securities ”), none of the Partnership, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Partnership participating in the offering hereunder, any beneficial owner of 20% or more of the Partnership’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Partnership in any capacity at the time of sale (each, an “ Issuer Covered Person ” and, together, “ Issuer Covered Persons ”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “ Disqualification Event ”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). | no disqualification events | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything to the contrary in this Agreement, no repayment or clawback shall be applicable to actions that occurred either prior or subsequent to your term as a non-employee Director. | clawbacks | Given the provision, provide with the correct label for the given provision |
As long as any holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the holders with true and complete copies of all such filings. | reporting obligations | Given the provision, provide with the correct label for the given provision |
The restrictions in this Section 4 shall not (i) apply (A) in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case, to the extent required, or (B) to any disclosure required by applicable law, rules or regulations; or (ii) prohibit any person from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder. | mutual non-disparagement | Given the provision, provide with the correct label for the given provision |
All actions or proceedings with respect to this Agreement or any other instrument or document executed in connection herewith shall be instituted in the Bankruptcy Court during the pendency of the Chapter 11 Cases and in the United States District Court for the Western District of Louisiana after the pendency of the Chapter 11 Cases and by execution and delivery of this Agreement, each of the Parties hereto, to the fullest extent permitted by applicable law, unconditionally submits to the exclusive jurisdiction of such courts and irrevocably waives (i) any objection such Party may now or hereafter have to the laying of venue in such courts and (ii) any claim that an action or proceeding brought in any of such courts has been brought in an inconvenient forum. | governing laws | Given the provision, provide with the correct label for the given provision |
The Executive acknowledges that a remedy at law for any breach or threatened breach of Section 7 or 8 of this Agreement will be inadequate and that Employer shall be entitled to specific performance, injunctive relief, and any other remedies available to it for such breach or threatened breach. | injunctive relief | Given the provision, provide with the correct label for the given provision |
Except as expressly provided otherwise in this Agreement, the Parties agree that no member of any Group shall provide, or shall cause to be provided, any transition services on and after the MatCo Distribution Date (or, as between AgCo and SpecCo, the AgCo Distribution Date) in respect of employee benefits or human resources services for any Impacted Employees. | transition services | Given the provision, provide with the correct label for the given provision |
Lender shall have the right to require that the Borrower provide quarterly financial statements and rent rolls (including aged delinquency reports) at any time during the Loan term. | furnishing information | Given the provision, provide with the correct label for the given provision |
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. | construction | Given the provision, provide with the correct label for the given provision |
If your employment with the Company or a Subsidiary is terminated for Cause, your Option shall immediately terminate and shall no longer be exercisable. | termination with cause | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, to the extent permitted under Code Section 409A, the Company may, in its complete and sole discretion, accelerate distributions under the Plan pursuant to a termination and liquidation of the Plan as specifically authorized under Treasury Regulation Section 1.409A-3(j)(4)(ix). | amendment or termination | Given the provision, provide with the correct label for the given provision |
The provisions of this Section 9(c) shall similarly apply to subsequent transactions of an analogous type to any Fundamental Transaction. | fundamental transactions | Given the provision, provide with the correct label for the given provision |
Upon a Change in Control as defined in the Plan, the Units (to the extent not previously forfeited) shall become immediately and fully vested and shall convert to shares of Common Stock on the date of the Change in Control. | change in control | Given the provision, provide with the correct label for the given provision |
By its signature hereto, each Guarantor represents and warrants that such Guarantor has no defense to the enforcement of the Guaranty, and that according to its terms the Guaranty will continue in full force and effect to guaranty the Borrower’s obligations under the Credit Agreement and the other amounts described in the Guaranty following the execution of this Amendment. | reaffirmation of guaranty | Given the provision, provide with the correct label for the given provision |
A Participant shall cease to be a Participant in this Plan if: (i) the Participant ceases to be employed by the Company, unless such Participant is then entitled to a severance benefit as provided in Section 4(a) of this Plan; or (ii) the Committee removes the Employee as a Participant before a Change in Control by notice to the Employee in accordance with Section 16 hereof (and for the avoidance of doubt, no person will be removed as a Participant during the twenty-four (24) month period following a Change in Control). | duration of participation | Given the provision, provide with the correct label for the given provision |
Upon the occurrence of an Event of Default under this Agreement or any of the other Financing Documents, and during the continuation thereof, and after the Termination Date and the Maturity Date (as long as any Obligations remaining owing thereafter), the outstanding principal balance of the Term Loan and, to the extent permitted by applicable Law, and any other amounts then owing by Borrower to Lenders, including, without limitation, accrued interest and the fees and expenses provided in Section 2.2(a)-(d) , shall bear interest at the Default Interest Rate. | default interest rates | Given the provision, provide with the correct label for the given provision |
Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Company, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. | resignation of agents | Given the provision, provide with the correct label for the given provision |
Nothing contained in this Agreement or any other agreement shall alter the at-will relationship. | employment | Given the provision, provide with the correct label for the given provision |
Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and shall be forfeited. | transfer restrictions | Given the provision, provide with the correct label for the given provision |
The closing (each a “ Subsequent Closing ”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Katten Muchin Rosenman LLP, 525 West Monroe Street, Suite 1900, Chicago, Illinois 60661. | subsequent closings | Given the provision, provide with the correct label for the given provision |
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrowers hereby grant the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, and agrees to maintain, a first priority security interest in the LC Collateral Account. | cash collateralization | Given the provision, provide with the correct label for the given provision |
No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) , or (C) to a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person). | no assignment to certain persons | Given the provision, provide with the correct label for the given provision |
The Stockholder understands and acknowledges that Threshold and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement. | reliance | Given the provision, provide with the correct label for the given provision |
You acknowledge and agree that the Restrictive Covenant Agreement dated as of October 12, 2009 by and between the Company and you (the “Restrictive Covenant Agreement”) remains in full force and effect. | other agreements | Given the provision, provide with the correct label for the given provision |
With respect to any securities and/or financial instruments so held by the Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. | no fiduciary duty | Given the provision, provide with the correct label for the given provision |
The parties expressly waive the right to a jury trial, and agree that the arbitrator’s award shall be final and binding on both parties, and shall not be appealable. | arbitration | Given the provision, provide with the correct label for the given provision |
For clarification, any expenses incurred in connection with such filing shall be subject to Section 11.03 . | tax returns | Given the provision, provide with the correct label for the given provision |
Buyer shall not deduct or withhold any Taxes from any amounts payable pursuant to this Agreement unless such deduction or withholding of Taxes is required under applicable Law (as reasonably determined by Buyer). | tax withholdings | Given the provision, provide with the correct label for the given provision |
The Obligations constitute (a) “First-Lien Indebtedness” pursuant to, and as defined in, the Senior Lender Intercreditor Agreement, (b) [reserved], and (c) “First-Priority Lien Obligations” pursuant to, and as defined in, the Existing Second Lien Notes Indentures. | senior debt | Given the provision, provide with the correct label for the given provision |
If the Executive’s employment is terminated as a result of the Executive’s Disability, the Employer shall (A) pay the Executive an amount equal to any disability payments provided pursuant to the benefits package available to the Executive; (B) pay to the Executive in accordance with the Employer’s then current payroll practices one (1) year of Base Compensation; plus any earned and unpaid Base Compensation for the period ending on termination plus any earned and unpaid annual bonus prorated as of the date of disability; (C) in accordance with the Employer’s past practice, reimburse the Executive for expenses incurred in accordance with § 4; and (D) pay for and continue life insurance policy in accordance with §3(e) for a period of one year. | termination upon disability | Given the provision, provide with the correct label for the given provision |
The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (" Material Permits "), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit. | regulatory permits | Given the provision, provide with the correct label for the given provision |
If at any time the Revolving Facility Usage is in excess of the Revolving Credit Commitments (as used in this Section 5.6.4(a), a “ deficiency ”), the Borrower shall immediately make a principal payment on the Loans sufficient to cause the principal balance of the Loans then outstanding to be equal to or less than the Revolving Credit Commitments then in effect. | revolving credit commitments | Given the provision, provide with the correct label for the given provision |
From and after the effective date of any such replacement, (i) the 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 by such successor Issuing Bank 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. | replacements | Given the provision, provide with the correct label for the given provision |
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. | swingline loans | Given the provision, provide with the correct label for the given provision |
In the event of a stock split, stock dividend, or similar event, the Performance Share Units and the shares of Company common stock on which the Performance Conditions are based shall be appropriately adjusted to prevent dilution or enlargement of the rights of Participants which would otherwise result from any such transaction, provided such adjustment shall be consistent with Code Section 409A. | changes in stock | Given the provision, provide with the correct label for the given provision |
None of the Issuers, the Trustee, the Back-Up Manager, the Securities Intermediary or the Paying Agent shall have any responsibility or liability with respect to any records maintained by the Noteholder with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held therein. | limitation on liability | Given the provision, provide with the correct label for the given provision |
None of the Partnership Entities is, and upon the issuance and sale or exchange, as applicable, of the New Notes as herein contemplated and the application of the net proceeds therefrom, none of the Partnership Entities will be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder. | investment company status | Given the provision, provide with the correct label for the given provision |
With respect to an Award of Partnership Interests, in the event of a conflict or inconsistency as between the Plan and the Partnership Agreement or as between the Plan and the applicable Award Agreement, the Partnership Agreement and the Award Agreement shall govern and control, respectively. | partnership interests | Given the provision, provide with the correct label for the given provision |
No delay or omission to exercise any right or power accruing upon any default, omission, or failure of performance hereunder shall impair any right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. | waivers | Given the provision, provide with the correct label for the given provision |
Holdover by Lessee for a fourth (4th) month shall be at One Hundred and Fifty Percent (150%) of Lessee’s Base Rent amount on the original Lease termination date plus Lessee’s continued payment of its proportionate share of Operating Expenses. | holdover | Given the provision, provide with the correct label for the given provision |
Except as would not reasonably be expected to have a Material Adverse Effect, the present value of all accumulated benefit obligations under all Plans (based on the assumptions used for purposes of Financial Accounting Standards Board Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plans, in the aggregate. | erisa | Given the provision, provide with the correct label for the given provision |
A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). | capital accounts | Given the provision, provide with the correct label for the given provision |
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f). | listings | Given the provision, provide with the correct label for the given provision |