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Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided , however , that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3 : (i) if Form S-3 is not available to the Company for the full amount of such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $2,000,000. | registrations on form s-3 | Given the provision, provide with the correct label for the given provision |
In the event of a Change in Control, the Committee may in its discretion determine to terminate the Plan and provide that all Accounts under the Plan shall be distributed to Participants in accordance with section 409A of the Code; provided , that all plans required to be aggregated with the Plan under Treas. | change in control | Given the provision, provide with the correct label for the given provision |
The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act, including without limitation, within the requirements of the exemption provided by Rule 144. | furnishing of information | Given the provision, provide with the correct label for the given provision |
Restricted Stock Units shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily or involuntarily or by operation of law. | non-transferability of restricted stock units | Given the provision, provide with the correct label for the given provision |
After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Secured Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the Borrower. | letters of credit | Given the provision, provide with the correct label for the given provision |
If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110% (the “ Prepayment Premium ”) multiplied by the then Outstanding Balance of this Note (the “ Optional Prepayment Amount ”). | prepayments | Given the provision, provide with the correct label for the given provision |
Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower, the Guarantors or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted. | no fraudulent intent | Given the provision, provide with the correct label for the given provision |
These pa y me n t s wi ll b e m a d e i n accordance w ith the C ompany ' s regular b i - w ee k l y payroll s ch e dule , beg i n n ing the fi rst p a y pe ri o d aft e r th e r ele a se is exe c ut e d and an y revo ca tion pe r i o d e x pi r e s w ithou t re voca t io n and cont i nuing in equ a l bi- w eekly paym e nts over a pe r iod of o n e y e a r . DI wi ll have th e right to discont i nue the s e paym e nts and see k r e paym e nt o f a n y sum s paid sh ou ld you breach an y of y o ur c ontinuing obligat i ons to the C ompan y, in cl u di ng bu t not lim it ed t o yo u r ob l igations t o ma i ntain th e co nfiden t iality of Compan y pr o pr i e ta ry o r c onfi denti a l information , to adh e r e to the non- c ompeti t ion provision set fo rth b e low , a n d t o coopera te w ith an y Com p an y i nqui ry , in vesti g a t i on , o r litigatio n . | severances | Given the provision, provide with the correct label for the given provision |
To Borrower’s and Leasehold Pledgor’s knowledge, in the event that all or any part of the Improvements are destroyed or damaged, said Improvements can be legally reconstructed to their condition prior to such damage or destruction, and thereafter exist for the same use without violating any zoning or other ordinances applicable thereto and without the necessity of obtaining any variances or special permits, subject to customary rebuildability statutes in the applicable jurisdictions. | compliance | Given the provision, provide with the correct label for the given provision |
During the Standstill Period, neither the Company nor IVA shall in any manner, directly or indirectly, make, or cause to be made, any statement, announcement or disclosure negatively commenting upon the Company, IVA or any of IVA’s affiliates (including through any press release or other publicly available format, the filing or furnishing of any document or report with any regulatory or governmental agency or stock exchange, any Internet posting, or any public or private disclosure to any journalist or member of the media (including in a television, radio, newspaper, online, magazine or other interview, regardless of format), shareholder, securities analyst or other person); provided, that neither the Company nor IVA shall be deemed in breach of this Section by virtue of an unpremeditated, private, informal remark that is not part of any coordinated communication or campaign and is not intended or designed to circumvent, directly or indirectly, the restrictions contemplated by this Section. | non-disparagement | Given the provision, provide with the correct label for the given provision |
All amounts withheld pursuant to the Code or any provisions of any applicable Law with respect to any payment, distribution or allocation shall be treated for all purposes under this Agreement as amounts paid or distributed pursuant to this Article 5 to the Members with respect to which such amount was withheld. | amounts withheld | Given the provision, provide with the correct label for the given provision |
Interest on such Fixed Rate Loan shall be payable quarterly in arrears on each Interest Payment Date and shall be calculated on the basis of a year of 360 days consisting of 12 30-day months. | interest generally | Given the provision, provide with the correct label for the given provision |
The Issuer hereby covenants that it will not directly or indirectly use the proceeds of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund activities of or business with any Person, or in any country or territory, that at the time of such funding or facilitation, is the subject of Sanctions, or in a manner that would otherwise cause any Person to violate any Sanctions in any material respect. | sanctions | Given the provision, provide with the correct label for the given provision |
Executive will not be entitled to receive the Severance Payment described in subsection 7.2 below. | termination for cause by company | Given the provision, provide with the correct label for the given provision |
Executive will be eligible for all customary and usual fringe benefits generally available to executives of Company subject to the terms and conditions of Company’s benefit plan documents. | customary fringe benefits | Given the provision, provide with the correct label for the given provision |
There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the issuance of the Securities or (ii) except as disclosed in the SEC Reports, would, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. | litigations | Given the provision, provide with the correct label for the given provision |
Subject to the terms and conditions set forth herein, each U.S. Lender agrees that any Domestic Borrower under the U.S. Tranche may from time to time request the U.S. | general | Given the provision, provide with the correct label for the given provision |
Each Lender may attach schedules to such Notes and endorse thereon the date, Type (if applicable), amount, and maturity of its Advances and payments with respect thereto. | evidence of indebtedness | Given the provision, provide with the correct label for the given provision |
No Co-Borrower, nor any of its Subsidiaries or to the knowledge of a Co-Borrower, any director, officer, employee or agent of any Co-Borrower or any of its Subsidiaries, is a Person that is, or is owned or controlled by Persons that are, (b) the subject or target of any Sanctions or (b) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. | sanctions | Given the provision, provide with the correct label for the given provision |
Promptly notify the Lender on becoming aware of the occurrence of any litigation, arbitration or other proceeding against or affecting the Loan Parties which could reasonably be expected to have a Material Adverse Effect and from time to time provide the Lender with all reasonable information requested by the Lender concerning the status thereof. | notice of material adverse effects | Given the provision, provide with the correct label for the given provision |
Subject to the Post-Closing Letter Agreement, for each Deposit Account that any Grantor at any time opens or maintains, such Grantor shall promptly thereafter cause the depositary bank to agree to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor, pursuant to an agreement reasonably satisfactory to the Collateral Agent. | deposit accounts | Given the provision, provide with the correct label for the given provision |
The operations of the Debtors are and, since January 1, 2014, have been at all times, conducted in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transactions Reporting Act of 1970, the USA Patriot Act (Title III of Pub. | compliance with anti-money laundering laws | Given the provision, provide with the correct label for the given provision |
While any such suspension continues, all further Loans by the Lender shall be made at an alternate floating rate reasonably quoted from time to time by the Lender plus the Applicable Margin. | interest rate not ascertainable | Given the provision, provide with the correct label for the given provision |
Similarly, the Participant u nderstands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. | consent to electronic delivery | Given the provision, provide with the correct label for the given provision |
Accordingly, the third and final sentence of Paragraph 3 is hereby deleted. | option prices | Given the provision, provide with the correct label for the given provision |
THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. | jury trial waiver | Given the provision, provide with the correct label for the given provision |
There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders. | capitalization | Given the provision, provide with the correct label for the given provision |
The effective date of the Plan shall be the date on which the Plan is approved by the requisite percentage of the holders of the Common Stock of the Company; provided, however, that Awards granted under the Plan subsequent to the approval of the Plan by the Board shall be valid if such stockholder approval occurs within one year of the date on which such Board approval occurs. | effective dates | Given the provision, provide with the correct label for the given provision |
The term of this Lease (including as it may be extended pursuant to the terms hereof, the “Term”) shall commence on the date hereof and, unless terminated in accordance with the provisions hereof, shall remain in full force and effect for an initial term ending on June 30, 2017 and thereafter shall automatically renew for successive one-year terms unless either party provides written notice not less than 30 days prior to the expiration of the current term. | terms | Given the provision, provide with the correct label for the given provision |
It is the intention of the Company to have the 423 Component qualify as an “employee stock purchase plan” under Section 423 of the Code. | purposes | Given the provision, provide with the correct label for the given provision |
The AAA Employment Rules, which include an explanation of the process for commencing an arbitration and other rules governing an arbitration, may be found at the AAA’s web site, www.adr.org , or by searching for “AAA employment arbitration rules” using an internet search engine such as Google.com. | arbitration | Given the provision, provide with the correct label for the given provision |
Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. | limited duties | Given the provision, provide with the correct label for the given provision |
The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. | acknowledgment regarding buyer’ purchase of securities | Given the provision, provide with the correct label for the given provision |
Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. | vesting schedules | Given the provision, provide with the correct label for the given provision |
At any time that Servicer (on behalf of the Lessee) does a Like-Kind Exchange under the relevant Customer Lease and as permitted under the Servicing Agreement, the Lessee shall be deemed to have sold to the Buyer the Device subject to the Like-Kind Exchange (“ Like-Kind Exchange Device ”) on the Like-Kind Exchange Transfer Date for such Like-Kind Exchange Device in exchange for the Related Lease Closing Date Purchase Price or, in the case of an Upgraded Device, the Related Upgrade Purchase Price, as applicable, for such Device that was or would have been payable in respect of the original Device, provided, however, the Contingent Purchase Price calculation for net disposal proceeds shall be made using the net disposal proceeds relating to the Like-Kind Exchange Device and not the original Device. | like-kind exchanges | Given the provision, provide with the correct label for the given provision |
Lenders shall not be required to purchase Dollar deposits in the interbank market or any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits to fund its LIBOR Loans. | funding losses | Given the provision, provide with the correct label for the given provision |
Except as provided herein, this Agreement supersedes any and all prior oral or written promises or agreements between the Parties. | entire agreements | Given the provision, provide with the correct label for the given provision |
As of the Closing Date, neither Holdings nor any of its Subsidiaries has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations or financial condition of Holdings and any of its Subsidiaries taken as a whole. | historical financial statements | Given the provision, provide with the correct label for the given provision |
The Company shall maintain Executive’s current perquisites (including but not limited to car allowance, club allowances and cell phone allowance) at or above their current levels, and as increased from time to time consistent with similar benefits for other executives of the Company. | perquisites | Given the provision, provide with the correct label for the given provision |
This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 13(d) and in Principal amounts of at least $100,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender. | note exchangeable for different denominations | Given the provision, provide with the correct label for the given provision |
No Loan Party will, nor will it permit any Subsidiary (other than the Excluded Subsidiaries) to, alter the character of its business in any material respect from that conducted as of the Effective Date. | nature of business | Given the provision, provide with the correct label for the given provision |
No Eligible Individual shall have any right to be granted an Award pursuant to the Plan. | participations | Given the provision, provide with the correct label for the given provision |
In connection with the issuance of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 1,497,000 shares of its common stock (the “Commitment Shares”), as further provided in the Note. | purchase of notes | Given the provision, provide with the correct label for the given provision |
No later than sixty (60) days after the Closing Date, the Borrower shall close each Deposit Account (other than with respect to Deposit Accounts permitted to remain open pursuant to the terms of Section 5.21(d) hereof) maintained by a Company at any financial institution other than the Administrative Agent. | deposit accounts | Given the provision, provide with the correct label for the given provision |
Upon the occurrence of an Event of Default, Lender shall have all rights and remedies under the Loan Documents and under applicable law. | security interests | 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 Revolving Facility Loans. | commitments | Given the provision, provide with the correct label for the given provision |
Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under § 4.11) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to § 4.13, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with § 4.13(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. | excluded taxes | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, Employee consents to the 20% reduction in Base Salary that became effective as of February 16, 2015 and agrees that such reduction in Base Salary is not and will not be considered a breach of this Agreement or any prior agreement and shall not constitute “Good Reason” for purposes of Section 4(d) of this Agreement or any prior agreement, even though such reduction continues in effect on and after the Effective Date. | base salary | Given the provision, provide with the correct label for the given provision |
All expenses eligible for reimbursements in connection with Employee’s employment must be incurred by Employee while employed by the Company and must be in accordance with the Company’s expense reimbursement policies. | expenses | Given the provision, provide with the correct label for the given provision |
After the occurrence and during the continuance of an Event of Default, at such times as Buyer may direct in its sole discretion, Buyer shall apply all Income and other amounts on deposit in all or any of the Accounts, other than mortgagors’ actual escrow payments held in any account and required to be used for the payment of Property Charges in respect of any Purchased Mortgage Loan , in the same order and manner as is provided in Section 12(e) for proceeds of dispositions of Purchased Mortgage Loans not repurchased by Seller. | application of funds | Given the provision, provide with the correct label for the given provision |
Participant hereby agrees to the retention by the Company of the Shares and, if a stock certificate is used, agrees to execute and deliver to the Company a blank stock power with respect to the Shares as a condition to the receipt of this award of Shares. | issuance of shares | Given the provision, provide with the correct label for the given provision |
Tenant shall not be entitled to any compensation or damages from Landlord for loss of Tenant’s business or property or for any inconvenience or annoyance caused by such damage or restoration. | abatement of rent | Given the provision, provide with the correct label for the given provision |
Without the prior written consent of Agent, all Real Estate and all interests (whether direct or indirect) of Borrower or REIT in any real estate assets now owned or leased or acquired or leased after the date hereof shall be owned or leased directly by Borrower or a Wholly Owned Subsidiary of Borrower; provided , however that Borrower shall be permitted to own or lease interests in Real Estate through non‑Wholly Owned Subsidiaries and Unconsolidated Affiliates as permitted by §8.3 and may dispose of such interests as permitted by §8.8. | ownership of real estate | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, the Participant may elect to satisfy these tax withholding requirements by timely remitting this amount by cash or check or any other method that is acceptable to the Company, rather than by withholding of shares. | tax withholdings | Given the provision, provide with the correct label for the given provision |
On the Closing Date, the Company shall issue the Warrant to the Buyer. | warrant shares | Given the provision, provide with the correct label for the given provision |
Limitation ” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. | beneficial ownership | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, if either party shall designate a different address by notice to the other party given in the foregoing manner, then notices to such party shall be addressed as designated until the designation is revoked by further notice given in such manner. | notices | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, no notice to Agent pursuant to Section 2.1.4 or 5.3.3 shall be effective until actually received by the individual to whose attention at Agent such notice is required to be sent. | notice address | Given the provision, provide with the correct label for the given provision |
The Committee may employ such legal or other counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion or computation received from any such counsel, consultant or agent. | delegation of authority | 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 |
A final non appealable judgment by any competent court in the United States of America for the payment of money shall have been (A) rendered against any Seller in an amount greater than the Seller Threshold or (B) rendered against Guarantor in an amount greater than the Guarantor Threshold, and in each case, such judgment remains undischarged or unpaid, unless the execution of such judgment is stayed by posting of cash, bond or other collateral acceptable to Purchaser in the amount of such judgment within thirty (30) days after the entry thereof. | judgments | Given the provision, provide with the correct label for the given provision |
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Agreements, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchasers or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. | disclosures | Given the provision, provide with the correct label for the given provision |
If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. | presumption by the administrative agent | Given the provision, provide with the correct label for the given provision |
All royalties shall be payable in full in U.S. | currency conversions | Given the provision, provide with the correct label for the given provision |
The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“ MAI ”) and, to Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Borrower or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. | appraisals | Given the provision, provide with the correct label for the given provision |
Except as required under the Securities Act, the Exchange Act, and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement or to issue and sell the Securities in accordance with the terms hereof. | no conflicts | Given the provision, provide with the correct label for the given provision |
For clarity, nothing contained in this Section 10 shall be construed to limit Tenant's obligation to remove the Lines, Units, Package Units upon the expiration or earlier termination of the Lease. | surrender | Given the provision, provide with the correct label for the given provision |
As defined in the Consolidated Plan. | normal retirement date | Given the provision, provide with the correct label for the given provision |
Except for the amendment set forth in Section 1 , nothing contained in this Amendment shall be deemed a consent to or waiver of, or a commitment or obligation on the part of the Administrative Agent or the Lenders to any future consent to or waiver of, any other action or inaction on the part of the Borrower or any other Loan Party that constitutes (or would constitute) a violation of or departure from any covenant, condition or other obligation of the Loan Parties under the Credit Agreement and the other Loan Documents. | no implied waivers | Given the provision, provide with the correct label for the given provision |
Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost. | insurances | Given the provision, provide with the correct label for the given provision |
Notwithstanding Section 8.4 above, if the Executive receives the payments provided for in this Section 8.10 , the Executive is not entitled to any payments pursuant to Section 8.4 .The severance payment payable to the Executive pursuant to this clause of this Section 8.10 will be paid in one lump sum and in the manner set forth in Section 5 hereof. | change of control | Given the provision, provide with the correct label for the given provision |
Except as otherwise provided in the 2016-1 Servicing Agreement, no other Person shall have any rights hereunder. | third-party beneficiaries | Given the provision, provide with the correct label for the given provision |
The authorized capital stock of the Company on the date hereof, consists of 250,000,000 shares of Common Stock, 121,082,543 shares of which are issued and outstanding, 825,000 shares of Series A convertible preferred stock, 21,645 shares of which are issued and outstanding, 825,000 shares of series B convertible preferred stock, no shares of which are issued and outstanding, 625,000 shares of Series C convertible preferred stock, 614,177 are issued and outstanding and 100,000 shares of series D junior participating preferred stock, no shares of which are issued and outstanding, and no other capital stock. | capitalization | Given the provision, provide with the correct label for the given provision |
Each of Purchaser and Seller shall take all commercially reasonable actions necessary or advisable to reduce or eliminate all such required deduction and withholding. | withholding taxes | Given the provision, provide with the correct label for the given provision |
The calculation set forth in the foregoing sentence shall be made without regard to any limitations on conversion, amortization and/or redemption of the Notes (and such calculation shall assume (A) that the Notes are then convertible in full into shares of Common Stock at the thenprevailing Conversion Rate (as defined in the Notes), and (B) the initial outstanding principal amount of the Notes remains outstanding through the scheduled Maturity Date (as defined in the Notes) and no redemptions of the Notes occur prior to the scheduled Maturity Date. | sufficient number of shares registered | Given the provision, provide with the correct label for the given provision |
If the Premises are damaged by Casualty, Base Rent and Additional Rent for the portion of the Premises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until the completion of Landlord’s repairs (or until the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be). | abatement of rent | Given the provision, provide with the correct label for the given provision |
Each Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed in Exhibit “D” as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder or as permitted by Section 8.04 of the Credit Agreement. | pledged securities | Given the provision, provide with the correct label for the given provision |
In the event of any controversy, claim, or dispute between the parties affecting or relating to Paragraphs 6 or 7 of this Agreement, and the Company or Employee is required to defend its actions or seek enforcement of the Agreement, the prevailing party shall be entitled to recover all of his or its attorneys’ fees and costs. | attorneys’ fees | Given the provision, provide with the correct label for the given provision |
The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. | issuance of the securities | Given the provision, provide with the correct label for the given provision |
The provisions of Article XI of the Agreement shall apply mutatis mutandis to this Amendment and to the Agreement as modified by this Amendment. | miscellaneous provisions | Given the provision, provide with the correct label for the given provision |
Except with respect to Permitted Liens, there is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry or other public office, that purports to cover, affect or give notice of any present or possible future Lien on any assets or property of any Loan Party or any of its Subsidiaries or any rights relating thereto. | absence of financing statements | Given the provision, provide with the correct label for the given provision |
Except as otherwise permitted by the Committee or the Board in its sole discretion, none of the Award LTIP Units granted hereunder nor any of the Common Units of the Partnership into which such Award LTIP Units may be converted (the “ Award Common Units ”) shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered (whether voluntarily or involuntarily or by judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “ Transfer ”), or redeemed in accordance with the Partnership Agreement (a) prior to vesting (or, in the case of LTIP Units that vest as a result of a Qualified Termination pursuant to Section 5, prior to the date they would otherwise have vested), (b) for a period of two (2) years beginning on the Effective Date other than in connection with a Change of Control, and (c) unless such Transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the “ Securities Act ”)), and such Transfer is in accordance with the applicable terms and conditions of the Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee or the Board, unvested Award LTIP Units that have been held for a period of at least two (2) years may be Transferred to (i) the spouse, children or grandchildren of the Grantee (“ Immediate Family Members ”), (ii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (iii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (iv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers of unvested Award LTIP Units shall be prohibited except those in accordance with this Section 8 . | restrictions on transfers | Given the provision, provide with the correct label for the given provision |
Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to the Dominion Account (or a lockbox relating to the Dominion Account). | proceeds of collateral | Given the provision, provide with the correct label for the given provision |
This Agreement shall take effect on the Effective Date and continue in effect for a period of two (2) years unless terminated earlier by either party because of the default of the other party in any obligation under this Agreement. | terms | Given the provision, provide with the correct label for the given provision |
Each equity award granted by the Company was granted (i) in accordance with the terms of the applicable equity incentive plan or stock option plan of the Company and (ii) each option was granted with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. | stock option plans | Given the provision, provide with the correct label for the given provision |
If your employment is terminated pursuant to this paragraph and your termination of employment occurs on or after the later of the first anniversary of the Grant Date or the date you attain age 62, subject to your timely execution and non-revocation of a Release, you will be fully vested in your Award. | termination by tyson without cause or by you for good reason | Given the provision, provide with the correct label for the given provision |
The Committee reserves the right to review and approve beneficiary designations by Participants. | beneficiary designations | Given the provision, provide with the correct label for the given provision |
During the Revolving Commitment Period the Borrower and any Subsidiary Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. | revolving commitments | Given the provision, provide with the correct label for the given provision |
Transmissions made by electronic mail or E-Fax to the Administrative Agent will be effective only (1) for notices where such transmission is specifically authorized by this Agreement, (2) if such transmission is delivered in compliance with procedures of the Administrative Agent applicable at the time and previously communicated to the Borrower, and (3) if receipt of such transmission is acknowledged by the Administrative Agent. | addresses | Given the provision, provide with the correct label for the given provision |
The period starting on the Effective Date and ending on and inclusive of the earlier of (a) the date three (3) years thereafter, and (b) the Termination Date (as defined in Section 8.1 ) is referred to herein as the “ Employment Period ”. | terms | Given the provision, provide with the correct label for the given provision |
Except as otherwise specifically provided or permitted in this Article 14 , Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of Tenant's interest in this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as " Transfers " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a " Transferee "). | transfers | Given the provision, provide with the correct label for the given provision |
Each Loan Party agrees that it will not claim that any Lender owes a fiduciary duty to such Person in connection with the Loan Documents, any Hedging Agreement or any Treasury Management Agreement or the process leading thereto. | no fiduciary duty | Given the provision, provide with the correct label for the given provision |
During the Employment Period, the Executive shall continue to receive an annual base salary at the rate in effect as of the Effective Date, payable in accordance with the regular payroll practices of the Company. | base salary | Given the provision, provide with the correct label for the given provision |
3 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (b) no Event of Default or event which with the giving of notice or lapse of time or both would be an Event of Default, has occurred and is continuing as of the Amendment No. | officer’s certificates | Given the provision, provide with the correct label for the given provision |
Collateral Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. | duty of collateral agent | Given the provision, provide with the correct label for the given provision |
The terms for providing clinical and commercial supply for Franchise Product 1 shall be materially consistent with the Clinical Supply Schedule and the Commercial Supply Schedule, respectively. | supply | Given the provision, provide with the correct label for the given provision |
All amounts paid to Executive by the Company (other than Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 9 hereof) during the Employment Period and any time thereafter and any and all stock based compensation (such as options and equity awards) granted during the Employment Period and any time thereafter (collectively, the “ Clawback Benefits ”) shall be subject to “ Clawback Rights ” and to Executive’s repayment of or surrender to the Company the Clawback Benefits during the period that Executive is employed by the Company and upon the termination of Executive’s employment, for a period of three (3) years thereafter, if any of the following events occur. | clawback rights | Given the provision, provide with the correct label for the given provision |
The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of shares of Stock acquired pursuant to the Award and the receipt of any Dividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. | responsibility for taxes | Given the provision, provide with the correct label for the given provision |
Agent and Lenders may give any notice or communication with a Borrower hereunder to Borrower Agent on behalf of any Borrower. | borrower agent | Given the provision, provide with the correct label for the given provision |
This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9. | advances of expenses | Given the provision, provide with the correct label for the given provision |