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Survival | All representations and warranties in this Agreement shall survive the Closing for a period of 18 months and shall then expire and be of no force or effect, except that a representation or warranty made in Sections 2.1(a) or (b), 2.2, 2.4, 2.12, 2.13, 3.1, and 3.2 (each, a “ Fundamental Representation ”) shall survive ... | [
"Survival",
"Closings",
"Litigations",
"Warranties"
] |
Entire Agreements | The Transaction Documents, together with the Exhibits and Schedules thereto and the respective nondisclosure agreements between the Company and the Purchaser, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written,... | [
"Entire Agreements",
"Releases",
"Cooperation",
"Positions"
] |
Remedies | The Guarantor agrees that, to the fullest extent permitted by applicable law, as between the Guarantor on the one hand and the Managing Administrative Agent and the Lenders on the other, the obligations of any Subsidiary Borrower under this Agreement may be declared to be forthwith due and payable as provided in Sectio... | [
"Remedies",
"Closings",
"Tax Withholdings",
"Sanctions"
] |
Death | Notwithstanding the forgoing or anything in this Agreement or any deferral election form to the contrary, in the event of the Director’s death or a Change of Control, the Settlement Date of the Award shall accelerate and the Award shall be settled as soon as practicable but in no event more than sixty (60) days followi... | [
"Death",
"Transactions With Affiliates",
"Litigations",
"Use Of Proceeds"
] |
Counterparts | This Amendment may be signed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile or other electronic transmission of... | [
"Counterparts",
"Amendments",
"Costs",
"Vacations"
] |
Titles | The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affec... | [
"Titles",
"Remedies",
"Forfeitures",
"Releases"
] |
Entire Agreements | This Amendment, together with all the Loan Documents (collectively, the “ Relevant Documents ”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No pro... | [
"Entire Agreements",
"Titles",
"No Conflicts",
"Amendments"
] |
General | Subject to the other provisions of this Section 2, the PSUs shall vest as set forth on Schedule 1 to this Agreement, based on the achievement of the performance goal for the performance period set forth on Schedule 1, as certified by the Compensation Committee promptly following the performance period. Such date on whi... | [
"General",
"Disclosures",
"Severability",
"Releases"
] |
Headings | The headings and underscoring of articles, sections, and clauses have been included herein for convenience only and are not to be considered in interpreting this Agreement. | [
"Headings",
"Capitalization",
"Transactions With Affiliates",
"Authorizations"
] |
Consents | The Company possesses all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of its properties or the conduct of its bus... | [
"Consents",
"Employment",
"Definitions",
"Litigations"
] |
Sanctions | Request a Committed Loan or Letter of Credit or directly or, to the Parent’s and the Borrower’s knowledge, indirectly use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of ... | [
"Sanctions",
"Indemnifications",
"Representations",
"Disclosures"
] |
Compliance With Laws | Each Loan Party is in material compliance with, and its respective properties, business operations, and leaseholds are in material compliance with, all laws applicable to such Loan Party, its properties, and the conduct of its businesses. | [
"Compliance With Laws",
"Death",
"Existence",
"No Waivers"
] |
Waivers | The waiver by either Party hereto of any right hereunder, or of any failure of the other Party to perform, or of any breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach by or failure of such other Party whether of a similar nature or otherwise. | [
"Waivers",
"No Conflicts",
"Survival",
"Releases"
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Indemnifications | The Administrator shall be liable as primary obligor for, and shall indemnify the Owner Trustee (including in its individual capacity) and its officers, directors, employees, successors, assigns, agents and servants (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses... | [
"Indemnifications",
"Anti-Corruption Laws",
"Subsidiaries",
"Use Of Proceeds"
] |
Terms | This Agreement shall become effective as of the Effective Date and shall remain in effect until terminated as provided herein. The period of time in which this Agreement is effective is the “ Term ”. | [
"Terms",
"Disability",
"Qualifications",
"Benefits"
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Releases | As a condition of receiving any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits, the Executive must execute and deliver to the Company and not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibi... | [
"Releases",
"Enforceability",
"Costs",
"Withholdings"
] |
Sanctions | The Parent and the Borrower shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent, the Borrower, their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. | [
"Sanctions",
"Vesting",
"Representations",
"Positions"
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Severability | In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and ef... | [
"Severability",
"Disability",
"Construction",
"Consent To Jurisdiction"
] |
Entire Agreements | This Sublease contains the entire agreement between the parties with respect to the subject matter contained herein and all prior negotiations and agreements are merged herein. In the event any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality or enforceability o... | [
"Entire Agreements",
"Transactions With Affiliates",
"Solvency",
"Construction"
] |
Defined Terms | For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA. | [
"Defined Terms",
"Enforceability",
"Construction",
"Venues"
] |
No Waivers | No failure to exercise and no delay in exercising on the part of the Holder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of... | [
"No Waivers",
"Notices",
"Disclosures",
"Cooperation"
] |
Amendments | This Agreement may not be modified, altered or changed except by a written agreement signed by APS and Employee. | [
"Amendments",
"Base Salary",
"Death",
"Releases"
] |
Counterparts | This Agreement may be authenticated in any number of separate counterparts, each of which shall collectively and separately constitute one and the same agreement. This Agreement may be authenticated by manual signature, facsimile or electronic means, all of which shall be equally valid. | [
"Counterparts",
"Notices",
"Death",
"Representations"
] |
Taxes | All payments to be made by the Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. If the Performance Guarantor is required by Law to make any deduction or withholding on account of Tax or otherwise from any such payment, the sum due from it in respect of such payment shall be ... | [
"Taxes",
"Arbitration",
"Effectiveness",
"Base Salary"
] |
Confidentiality | In consideration of the Company’s promises, payments and other consideration contained herein, Mr. Caudle agrees to hold this Agreement and its terms in confidence and not to disclose or discuss the existence of this Agreement or its contents with anyone, including employees of the Bank and its affiliates, except his a... | [
"Confidentiality",
"Employment",
"Powers",
"Adjustments"
] |
Entire Agreements | This Agreement embodies the entire and final agreement of the parties hereto on the subject matter stated in this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Employer or the Executive unless made in writing and signed by both of them. All prior understandings and agreeme... | [
"Entire Agreements",
"Disclosures",
"Defined Terms",
"Representations"
] |
Consent To Jurisdiction | To the fullest extent permitted by applicable Law, each party hereto (i) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, relating to or in connection with, this Agreement or the transactions contemplated hereby or thereby shall be brought only in the Court of Chan... | [
"Consent To Jurisdiction",
"Records",
"Assignments",
"Representations"
] |
Terms | The term of this Agreement (the “ Term ”) shall commence upon the Effective Date and, unless earlier terminated as set forth in Section 15.2 below, continue in full force and effect, on a country-by-country and Collaboration Product-by-Collaboration Product basis, until there is no remaining payment obligation hereund... | [
"Terms",
"Approvals",
"Severability",
"Releases"
] |
Disability | Should Executive become incapacitated due to a Disability, Executive shall continue to receive the Base Salary and other benefits up until such time as the Company terminates this Agreement pursuant to this Section 6(b). In the event of termination pursuant to this Section 6(b), in addition to payment of the Base Salar... | [
"Disability",
"Disability",
"Insurances",
"Notices"
] |
Litigations | Except as set forth on Schedule 3.1(j), (i) there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental ... | [
"Litigations",
"Remedies",
"Organizations",
"Effectiveness"
] |
Tax Withholdings | Upon the date of payment of the Award, Linde will deduct from the number of Shares (or other form of payment, if applicable) otherwise due the Participant, Shares (or other form of payment, if applicable) having a Fair Market Value (or fair market value in the event of payment other than in Shares) sufficient to discha... | [
"Tax Withholdings",
"Organizations",
"Interests",
"Effectiveness"
] |
Cooperation | Borrower and Operating Lessee shall use reasonable efforts to cooperate (at Lender’s expense) with all reasonable requests of Lender in connection with this Section 9.3. Subject to Section 9.3.2, if reasonably requested by Lender, Borrower and Operating Lessee shall promptly execute and deliver such documents as shall ... | [
"Cooperation",
"Existence",
"Governing Laws",
"Warranties"
] |
Approvals | All plans and drawings (and changes thereto) shall be subject to Landlord's written approval. Landlord shall not unreasonably withhold, condition, or delay its consent to such plans and drawings. Such approval shall not constitute either (a) approval of any delay caused by Tenant or a waiver of any right or remedy that... | [
"Approvals",
"Integration",
"Compliance With Laws",
"Assignments"
] |
Vesting | The Option will become vested and exercisable as set forth in the Grant Notice. The Option will expire on the Expiration Date set forth in the Grant Notice, or earlier as provided in this Agreement or the Plan. | [
"Vesting",
"No Waivers",
"Further Assurances",
"No Conflicts"
] |
Use Of Proceeds | Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course o... | [
"Use Of Proceeds",
"No Conflicts",
"Organizations",
"Costs"
] |
Compliance With Laws | Eton is in compliance with all, and is not in violation of any, law, ordinance, order, decree, rule or regulation of any governmental agency or authority, the violation of or noncompliance with which could have a material adverse effect on Eton. No unresolved (a) charges of violations of laws or regulations relating to... | [
"Compliance With Laws",
"Survival",
"Governing Laws",
"Solvency"
] |
Taxes | As an independent contractor, Consultant shall be solely responsible for any taxes due in connection with any compensation (including vesting of equity awards from the Company) that Consultant receives in connection with this Agreement and the performance of the Services hereunder, and Consultant agrees to pay all such... | [
"Taxes",
"Records",
"Interests",
"Participations"
] |
Expenses | The Company shall reimburse Employee for reasonable business expenses incurred by Employee in the performance of his duties hereunder in accordance with the Company’s general policies, subject to proof of payment by Employee. | [
"Expenses",
"Authority",
"Construction",
"Integration"
] |
Notices | Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to The Wendy’s Company, One Dave Thomas Boulevard, Dublin, Ohio 43017, Attention: ... | [
"Notices",
"Cooperation",
"Headings",
"Liens"
] |
Severability | The invalidity, illegality or unenforceability of any provision or provisions of this Agreement will not affect any other provision of this Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance of... | [
"Severability",
"Adjustments",
"Terminations",
"Sanctions"
] |
Cooperation | Employee agrees to cooperate with Rogers in the truthful and honest prosecution and/or defense of any claim in which the Released Parties may have an interest (subject to reasonable limitations concerning time and place), which may include without limitation: making Employee available on a timely basis, on reasonable n... | [
"Cooperation",
"Warranties",
"Benefits",
"Anti-Corruption Laws"
] |
Applicable Laws | This Agreement is subject to all valid present and future laws, regulations, rules and orders of Governmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, or the services performed or the facilities utilized under this Agreement. To the extent that the performance of the Fluid Han... | [
"Applicable Laws",
"Organizations",
"Withholdings",
"Anti-Corruption Laws"
] |
Binding Effects | This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enf... | [
"Binding Effects",
"Releases",
"Terminations",
"Taxes"
] |
Use Of Proceeds | The Company intends to use the net proceeds from the sale of the Shares and the Warrants hereunder to strengthen the Company’s current balance sheet, improve the regulatory capital of the Bank, support organic growth opportunities and for general corporate purposes. | [
"Use Of Proceeds",
"Construction",
"Approvals",
"Amendments"
] |
No Defaults | Each of Landlord and Tenant represent, warrant and covenant to the other that, to the best of its knowledge, Landlord and Tenant are not in default of any of their respective obligations under the Existing Lease and no event has occurred that, with the passage of time or the giving of notice (or both) would constitute ... | [
"No Defaults",
"Liens",
"Applicable Laws",
"Litigations"
] |
Assignments | This Agreement is for the sole and exclusive benefit of the Parties and shall not be deemed to be for the benefit of any third-party, including any Borrower. Neither Party shall assign or encumber any of its rights or delegate any of its obligations hereunder without prior written consent of the other Party. Any assign... | [
"Assignments",
"Waiver Of Jury Trials",
"Interests",
"Organizations"
] |
Cooperation | During the Term hereof and thereafter, the Executive shall cooperate with the Company in any disputes with third parties, internal investigations or administrative, regulatory or judicial proceedings as reasonably requested by the Company and at the Company’s sole cost and expense (including, without limitation, the Ex... | [
"Cooperation",
"Change In Control",
"Severability",
"Fees"
] |
Confidentiality | You agree that you will not disclose the existence or terms of this Agreement to any other employees of the Company or third parties with the exception of your accountants, attorneys, financial advisors, spouse, or domestic partner, and shall ensure that none of them discloses such existence or terms to any other perso... | [
"Confidentiality",
"Sales",
"Submission To Jurisdiction",
"Compliance With Laws"
] |
Expenses | If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the success... | [
"Expenses",
"Insurances",
"Terms",
"Specific Performance"
] |
Governing Laws | This Agreement is made under, and will be construed in accordance with, the laws of State of New York, without giving effect to the principles of conflict of laws of such State. | [
"Governing Laws",
"Authority",
"Benefits",
"Duties"
] |
Duties | Executive shall report exclusively and directly to the Chief Executive Officer of the Parent Company (“ CEO ”), and to the Boards of Directors of the Companies (the “ Companies Boards ”). | [
"Duties",
"Expenses",
"Insurances",
"Cooperation"
] |
Insurances | Each Party shall obtain and maintain, during the term of this Agreement and for six (6) years thereafter, comprehensive general liability insurance, including products liability insurance and coverage for clinical trials. Such insurance shall be with reputable and financially secure insurance carriers, or self-insuranc... | [
"Insurances",
"Titles",
"Integration",
"Transactions With Affiliates"
] |
Entire Agreements | This Agreement, including the Exhibits, Schedules, and Ancillary Agreements annexed hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof. All Exhibits, Schedules and Ancillary Agreements annexed hereto are hereby incorporated herein by reference. | [
"Entire Agreements",
"Waiver Of Jury Trials",
"Indemnity",
"Solvency"
] |
Governing Laws | The rights and obligations of the parties shall be governed by, and this Amendment shall be construed and enforced in accordance with, the laws in the Commonwealth of Massachusetts. | [
"Governing Laws",
"No Defaults",
"Authority",
"Applicable Laws"
] |
Remedies | Executive acknowledges and affirms that in the event of any breach by Executive of any of his covenants, agreements or obligations hereunder, monetary damages would be inadequate to compensate the Released Parties or any of them. Accordingly, in addition to other remedies which may be available to the Released Parties... | [
"Remedies",
"Counterparts",
"Headings",
"No Defaults"
] |
Terminations | The duties, responsibilities and powers of the Trust Administrator will terminate when the Trust is dissolved and terminated pursuant to Article IV hereof and the Trust Administrator has performed all of its obligations under Section 4.3, by an order of the Bankruptcy Court or by entry of a final decree closing the Deb... | [
"Terminations",
"Releases",
"Non-Disparagement",
"Positions"
] |
Tax Withholdings | The Company shall have the right to deduct applicable taxes from any Grant payment and withhold, at the time of delivery or exercise of Options, Stock Awards or Restricted Stock Purchase Offers or vesting of shares under such Grants, an appropriate number of shares for payment of taxes required by law or to take such o... | [
"Tax Withholdings",
"No Defaults",
"Intellectual Property",
"Venues"
] |
Governing Laws | This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the principles of conflict of laws thereof. | [
"Governing Laws",
"Sanctions",
"No Defaults",
"Defined Terms"
] |
Governing Laws | This Proxy shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of laws. | [
"Governing Laws",
"Taxes",
"Defined Terms",
"Binding Effects"
] |
Forfeitures | Any PSUs that remain unvested after the earlier of (i) the Certification Date or (ii) a Change of Control, shall be forfeited and cancelled. | [
"Forfeitures",
"Indemnity",
"Consent To Jurisdiction",
"Tax Withholdings"
] |
General | Executive shall devote a substantial majority of his business time, attention, skill, and effort to the performance of his duties under this Agreement. Executive may, to the extent such activities do not impair the performance of his duties to Playa Management or the Playa Affiliates: (i) engage in personal investments... | [
"General",
"Brokers",
"Non-Disparagement",
"Financial Statements"
] |
Confidentiality | (i) Executive acknowledges and agrees that: (A) in the course of his employment or continued employment by the Company and its affiliates, it has been, or will or may be, necessary for Executive to create, use or have access to (x) technical, business, or customer information, materials, or data relating to the present... | [
"Confidentiality",
"Organizations",
"Counterparts",
"Powers"
] |
Terminations | The Board reserves the right to terminate this Plan at any time and at such times that the Board reasonably determines in its discretion is appropriate and, with respect to the Non-Grandfathered Benefit, conforms to the requirements of Code section 409A; to pay all Participants their accrued benefits in a lump sum or t... | [
"Terminations",
"Arbitration",
"Terminations",
"Solvency"
] |
Use Of Proceeds | The Company will use the net proceeds from the offering of the Securities as described in the Prospectus. | [
"Use Of Proceeds",
"Positions",
"Severability",
"Litigations"
] |
Confidentiality | (a) Each Seller Party, the LC Bank and each Purchaser shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Agent, the LC Bank and each Purchaser and their respective businesses obtai... | [
"Confidentiality",
"Benefits",
"Venues",
"Entire Agreements"
] |
Survival | Sections 4 through 21 shall survive the expiration or termination of this Agreement. | [
"Survival",
"Amendments",
"Assignments",
"Transactions With Affiliates"
] |
Withholdings | Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payabl... | [
"Withholdings",
"Consents",
"Solvency",
"Sales"
] |
Governing Laws | The Plan shall be constructed administered and enforced according to the laws of the State of Illinois, except to the extent such laws are preempted by federal law. | [
"Governing Laws",
"Definitions",
"Base Salary",
"Fees"
] |
No Conflicts | The Note shall be a senior debt obligation of the Company, with priority in payment and performance over all existing and future indebtedness of the Company, except for the Company’s preexisting obligations as described in Schedule 3(g) attached hereto or as such described in the Company’s SEC Documents. The execution,... | [
"No Conflicts",
"Vesting",
"Books",
"Organizations"
] |
Successors | This Agreement shall be binding upon and inure to the benefit of, and shall be enforceable by the Executive, the Company, and their respective heirs, executors, administrators, legal representatives, successors, and assigns. In the event of a Change in Control, the provisions of this Agreement shall be binding upon and... | [
"Successors",
"Duties",
"Organizations",
"Severability"
] |
Intellectual Property | The Company has sole title and ownership of, exclusive licenses for, or other valid rights to use, free and clear of all encumbrances, all intellectual property used in the business of the Company as presently conducted. The Company’s use of the intellectual property used in its business does not infringe the intellec... | [
"Intellectual Property",
"Forfeitures",
"Remedies",
"Existence"
] |
Consent To Jurisdiction | Each of the Company and the Executive evidenced by the execution hereof, (i) hereby irrevocably submits to the jurisdiction of the state courts of the State of Michigan for the purpose of any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof and (ii) hereby waives, to ... | [
"Consent To Jurisdiction",
"Publicity",
"Indemnifications",
"Integration"
] |
Construction | This Amendment is a Credit Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Amended Credit Agreement. | [
"Construction",
"Further Assurances",
"Cooperation",
"Death"
] |
Severability | If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable pr... | [
"Severability",
"Expenses",
"No Defaults",
"Survival"
] |
Miscellaneous | For the avoidance of doubt, the benefits payable pursuant to Sections 8(b) through (c) are mutually exclusive and not cumulative. All lump sum payments provided in this Section 8 shall be made no later than the 60 th day following your termination of employment (unless explicitly provided otherwise above). In addition,... | [
"Miscellaneous",
"Adjustments",
"Jurisdictions",
"Anti-Corruption Laws"
] |
Severability | If any particular provision of this Plan is found to be invalid or otherwise unenforceable, such determination shall not affect the other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision were omitted. | [
"Severability",
"Jurisdictions",
"Disability",
"Arbitration"
] |
Entire Agreements | This Agreement, together with the Equity Plan, Option Agreement, the Confidential Information Agreement (and its exhibits), lock up agreement, and any employment policy statements and employment manuals that the Company or its Board adopts from time to time represents the entire agreement and understanding between th... | [
"Entire Agreements",
"Anti-Corruption Laws",
"Assignments",
"Warranties"
] |
Governing Laws | The governing law and related provisions set forth in Section 17.2 of the Loan Agreement (including, without limitation, any authorized agent provisions thereof) are hereby incorporated by reference as if fully set forth herein (with Guarantor substituted in all places where Borrower appears thereunder) and shall be de... | [
"Governing Laws",
"Death",
"No Waivers",
"Intellectual Property"
] |
Insurances | Pathologists shall at its own expense maintain professional errors and omissions insurance with policy limits of at least One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) annual aggregate for each Approved Physician. Veracyte shall at its own expense maintain professional malpractice in... | [
"Insurances",
"Books",
"Publicity",
"Miscellaneous"
] |
Expenses | Any Property Costs that are not reflected in the adjustments to the Purchase Price following the final adjustment pursuant to Section 9.4(b) shall be treated as follows: (a) all Property Costs for which Seller is responsible under Section 2.4 shall be the sole obligation of Seller, and Seller shall promptly pay, or, if... | [
"Expenses",
"Costs",
"Brokers",
"Assigns"
] |
Submission To Jurisdiction | BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE LENDER IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATI... | [
"Submission To Jurisdiction",
"Closings",
"Authorizations",
"Tax Withholdings"
] |
Indemnifications | The Company shall indemnify Executive to the maximum extent permitted by any applicable indemnification agreement, applicable law and the Company’s bylaws with respect to Executive’s Service (including timely advancing and/or reimbursing costs as incurred by Executive) and the Executive shall also be covered under a di... | [
"Indemnifications",
"Releases",
"Terms",
"Binding Effects"
] |
Vacations | The Executive shall be entitled to all public holidays observed by the Company and vacation days in accordance with the applicable vacation policies in effect for senior executives of the Company, which shall be taken at a reasonable time or times. | [
"Vacations",
"Liens",
"Further Assurances",
"Definitions"
] |
Miscellaneous | Article IX, Article XI, Sections 10.1 through 10.8 and Section 10.10 of the Master Agreement are incorporated herein by reference and shall apply mutatis mutandis to this Amendment. | [
"Miscellaneous",
"Binding Effects",
"Base Salary",
"Vesting"
] |
Notices | All notices required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied and confirmed, emailed and confirmed or mailed by registered or certified mail, return receipt requested, or recognized overnight delivery service with proof of receipt maintained, at ... | [
"Notices",
"Employment",
"Adjustments",
"Disability"
] |
Expenses | No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any... | [
"Expenses",
"Books",
"Compliance With Laws",
"Entire Agreements"
] |
Indemnifications | Executive shall have the benefit of indemnification to the fullest extent permitted by applicable law pursuant to the Company’s indemnification policy, which indemnification shall continue after the termination of this Agreement for such period as may be necessary to continue to indemnify Executive for his acts during ... | [
"Indemnifications",
"Financial Statements",
"Successors",
"Intellectual Property"
] |
Payments | Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 11 shall be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator. | [
"Payments",
"Forfeitures",
"Modifications",
"Remedies"
] |
Insurances | Item 6.21 (“ Insurance ”) of the Disclosure Schedule sets forth a true, complete and correct description of all insurance maintained by any Loan Party or any Subsidiary of any Loan Party as of the Amendment Effective Date. As of such date, such insurance is in full force and effect and all premiums have been duly paid. | [
"Insurances",
"Titles",
"Defined Terms",
"Effective Dates"
] |
Terminations | The duties, responsibilities and powers of the GUC Trust Administrator will terminate when the GUC Trust is dissolved and terminated pursuant to Article IV hereof and the GUC Trust Administrator has performed all of its obligations under Section 4.3, by an order of the Bankruptcy Court or by entry of a final decree clo... | [
"Terminations",
"No Conflicts",
"Vesting",
"Employment"
] |
Expenses | The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers. | [
"Expenses",
"Authority",
"Consent To Jurisdiction",
"Waiver Of Jury Trials"
] |
Survival | All indemnities set forth herein including, without limitation, in Sections 3.01, 3.02, 5.01, 5.02, 12.07 and 13.01 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Obligations. | [
"Survival",
"Waivers",
"Participations",
"Powers"
] |
Governing Laws | The Plan shall be construed, administered and enforced in accordance with the laws of Wisconsin without regard to conflicts of law. | [
"Governing Laws",
"Governing Laws",
"Entire Agreements",
"Base Salary"
] |
Benefits | You shall be eligible to participate in all employee benefit plans, policies, programs or perquisites made available to employees of Meira generally or to executive officers of Meira, including any broad-based or executive stock option and stock purchase plans. The terms and conditions of your participation in Meira’s ... | [
"Benefits",
"Publicity",
"Miscellaneous",
"Waivers"
] |
Governing Laws | THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE RESPECTIVE INTERESTS OF THE CO-AGENTS, THE PURCHASER AND THE BANK PURCHASERS IN THE PURCHASED RECEIVABLES AND THE RELATED RIGHTS ARE GOVE... | [
"Governing Laws",
"Sales",
"Assigns",
"Releases"
] |
Survival | Notwithstanding anything in this Agreement to the contrary, the provisions of this ARTICLE VIII shall survive until the earlier of (A) the expiration of all applicable statutes of limitations (giving effect to any waiver, mitigation, or extension thereof) plus 60 days and (B) the six (6)-year anniversary of the Closing... | [
"Survival",
"Representations",
"Indemnity",
"Approvals"
] |
Indemnifications | The Borrower agrees to indemnify and hold harmless the Designated Agent, each Lender and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “ Indemnified Party ”) from and against any and all claims, damages, losses, liabilities and expenses (including, without l... | [
"Indemnifications",
"Subsidiaries",
"Non-Disparagement",
"Transactions With Affiliates"
] |
Severability | The obligations imposed by Paragraphs 3-6, above, of this letter agreement are severable and should be construed independently of each other. The invalidity of one such provision shall not affect the validity of any other such provision. | [
"Severability",
"Positions",
"Agreements",
"Capitalization"
] |
Releases | Upon re-execution, the date of such re-execution will be the date on which you sign this Agreement for the purposes of this Agreement, including without limitation, for the purposes of the Release set forth in Section 7. | [
"Releases",
"Arbitration",
"Records",
"Transactions With Affiliates"
] |
Counterparts | This Amendment may be executed through the use of separate signature pages or in any number of counterparts, including via facsimile or pdf, with the same effect as if the parties executing such counterparts had executed one counterpart. | [
"Counterparts",
"Forfeitures",
"Vesting",
"Indemnity"
] |
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