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Expenses | The Borrower shall pay all reasonable costs and expenses of the Administrative Agent within ten Business Days notice thereof in connection with the preparation, negotiation, execution and delivery of this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Adminis... | [
"Expenses",
"Representations",
"Further Assurances",
"Forfeitures"
] |
Taxes | (a) The Company has filed all returns, declarations, reports and statements required to be filed or sent by it prior to the Closing Date relating to all federal, state, local and foreign taxes (“Taxes”), including, without limitation, income, property, sales, use, franchise, added value, Employees’ income withholding a... | [
"Taxes",
"Insurances",
"Solvency",
"No Waivers"
] |
Tax Withholdings | The Company hereby agrees that, at the election of the Grantee and except as would otherwise violate the terms of any financing agreement to which the Company is then a party, the maximum applicable tax withholding obligations arising in connection with this Award may be settled by withholding the delivery of nonforfei... | [
"Tax Withholdings",
"Publicity",
"Payments",
"Powers"
] |
Notices | Any notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been duly delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the last address provided by Grantee f... | [
"Notices",
"Applicable Laws",
"Disability",
"Venues"
] |
General | The Committee shall have exclusive authority to operate, manage and administer the Plan including but not limited to authorizing and administering Subplans all in accordance with its terms and conditions. Notwithstanding the foregoing, in its absolute discretion, the Board may at any time and from time to time exercise... | [
"General",
"Change In Control",
"Counterparts",
"Interests"
] |
Binding Effects | This Fourth Amendment is binding upon and will inure to the benefit of the Borrower, the Lenders and the Administrative Agent and their respective successors and assigns, except that neither the Borrower nor any Lender will not have the right to assign its rights hereunder or any interest herein except in accordance wi... | [
"Binding Effects",
"Construction",
"Records",
"Qualifications"
] |
Notices | All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) three (3) days after being deposited in the mails, if sent by certified mail, with return receipt requested, ... | [
"Notices",
"Interpretations",
"Participations",
"Cooperation"
] |
Notices | For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile or email transmission (with receipt thereof or... | [
"Notices",
"Specific Performance",
"Notices",
"Entire Agreements"
] |
Headings | The headings preceding the text of this Agreement are inserted solely for convenience of reference and shall not constitute a part of this Agreement or affect its meaning, construction or effect. | [
"Headings",
"Construction",
"Closings",
"Insurances"
] |
Indemnifications | Each Creditor agrees to indemnify the Collateral Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrower), from and against such Lender’s ratable share (calculated based on the outstanding principal amount of the Se... | [
"Indemnifications",
"Assigns",
"Entire Agreements",
"Adjustments"
] |
Headings | The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. | [
"Headings",
"Powers",
"Assigns",
"Cooperation"
] |
Interpretations | Words importing any gender include all genders. Words importing the singular form shall include the plural and vice versa. The terms “herein”, “hereunder”, “hereby”, “hereto”, “hereof' and any similar terms refer to this Agreement. Any captions, titles or headings preceding the text of any article, section or subsectio... | [
"Interpretations",
"Effective Dates",
"Duties",
"Use Of Proceeds"
] |
Entire Agreements | This Note, the schedules hereto, the Securities Purchase Agreement and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any repres... | [
"Entire Agreements",
"Subsidiaries",
"Closings",
"Successors"
] |
Survival | Except as expressly set forth herein, the representations and warranties contained in this Agreement, and liability for the breach thereof, shall survive the Closing Date and shall remain in full force and effect for a period of two (2) years following the Closing Date; provided, however, that the representations and w... | [
"Survival",
"Qualifications",
"Confidentiality",
"Survival"
] |
Governing Laws | This Lease shall be construed and enforced in accordance with the laws of the State of North Carolina. Landlord and Tenant waive trial by jury in any action to which they are parties, and further agree that any action arising out of this Lease (except an action for possession by Landlord, which may be brought in whate... | [
"Governing Laws",
"Costs",
"Litigations",
"Books"
] |
Non-Disparagement | You agree not to make any public oral or written statement, or take any other public action, that disparages or criticizes the Company’s management, employees, products or services, in any case that damages the Company’s reputation or impairs its normal operations. | [
"Non-Disparagement",
"Integration",
"Terminations",
"Fees"
] |
Severability | Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not inv... | [
"Severability",
"Anti-Corruption Laws",
"Agreements",
"Existence"
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Change In Control | The treatment of the PSUs in the event of a Change in Control (as defined in the Plan) shall be governed by the terms of the Plan. | [
"Change In Control",
"Miscellaneous",
"Amendments",
"Titles"
] |
Participations | Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or any Credit Party or any Credit Party’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or ob... | [
"Participations",
"Terms",
"Subsidiaries",
"Arbitration"
] |
Enforcements | By its acceptance of the benefits of this Agreement and the other Loan Documents, each Secured Party agrees that (a) the Loan Documents may be enforced only by the Administrative Agent, acting upon the instructions or with the consent of Required Lenders as provided in this Agreement, (b) no Secured Party shall have an... | [
"Enforcements",
"Consents",
"Approvals",
"Terms"
] |
Payments | All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor (accompanied by backup documentation to the extent available). | [
"Payments",
"Liens",
"Notices",
"Solvency"
] |
Confidentiality | Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the execution o... | [
"Confidentiality",
"Employment",
"Indemnity",
"Capitalization"
] |
Records | The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time, upon reasonable request, during normal business hours. The Advisor shall at all reas... | [
"Records",
"Titles",
"Withholdings",
"Intellectual Property"
] |
Entire Agreements | This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes all prior written or oral agreements, commitments or understandings with respect to the matters provided for herein, and no modification shall be binding unless set forth in writing and duly ... | [
"Entire Agreements",
"Vacations",
"Use Of Proceeds",
"Books"
] |
Use Of Proceeds | The proceeds of the Loans will be applied in accordance with Section 6.09. The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulations... | [
"Use Of Proceeds",
"Remedies",
"Consent To Jurisdiction",
"Transactions With Affiliates"
] |
Taxes | The Company shall pay when due all material taxes, assessments and other liabilities except as contested in good faith and by appropriate proceedings and for which adequate reserves in conformity with GAAP have been established. | [
"Taxes",
"Powers",
"Capitalization",
"Qualifications"
] |
Governing Laws | This Certificate shall be construed in accordance with and governed by the laws of the State of Georgia, United States of America, regardless of the law that might be applied under principles of conflict of laws. Grantee hereby agrees and submits to jurisdiction in the state and federal courts of the State of Georgia a... | [
"Governing Laws",
"Binding Effects",
"Modifications",
"Erisa"
] |
Survival | The obligations of the Borrower under Sections 4.3, 4.4, 4.5, 4.6, 4.7, 11.3 and 11.4 and the obligations of the Lenders under Section 10.1, shall in each case survive any termination of this Agreement and the payment in full of all Obligations. The representations and warranties made by the Borrower in this Agreement ... | [
"Survival",
"Assignments",
"Organizations",
"Jurisdictions"
] |
Tax Withholdings | Notwithstanding anything herein to the contrary, Buyer or, if applicable, the Company, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person such amounts required to be deducted and withheld from such Person with respect to the making of such payment ... | [
"Tax Withholdings",
"Submission To Jurisdiction",
"Non-Disparagement",
"Waiver Of Jury Trials"
] |
Taxes | To the knowledge of Holdings, ( 1 ) Holdings and each of its Restricted Subsidiaries has filed or caused to be filed all material tax returns which are required to be filed by it and has paid ( a ) all Taxes shown to be due and payable on such returns and ( b ) all Taxes shown to be due and payable on any assessments o... | [
"Taxes",
"Modifications",
"Erisa",
"Notices"
] |
Vesting | Except as provided in Sections 3, 4, 5 or 6, one hundred percent (100%) of the shares of Restricted Stock awarded under this Agreement will vest on the Vesting Date shown above. | [
"Vesting",
"Severability",
"Authority",
"Arbitration"
] |
Benefits | The Employee will be entitled to participate in such life insurance, hospitalization and medical plans or insurance coverage, disability, and other employee benefit plans, programs and policies of the Employer in effect from time to time (collectively, the “Plans”), vacation and holidays (as further provided in Section... | [
"Benefits",
"Vacations",
"Expenses",
"Consent To Jurisdiction"
] |
Entire Agreements | This Agreement constitutes the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and no representations, oral or written, are being relied upon by either Party in executing this Agreement other than the express representations of this Agreement. This Agreement supersedes... | [
"Entire Agreements",
"Disclosures",
"Organizations",
"Participations"
] |
Venues | Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Florida in each case located in the County of Miami-Dade, Florida and each party irrevocably submits to the ... | [
"Venues",
"Publicity",
"Forfeitures",
"Further Assurances"
] |
Terminations | Either Party may terminate this Agreement upon giving the other Party seven (7) days’ prior written notice of such termination pursuant to Section 10 of this Agreement. The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in br... | [
"Terminations",
"Disclosures",
"Publicity",
"Headings"
] |
Sales | Upon the terms and subject to the conditions of this Agreement, as of the Closing Date (as defined in Article 5): (i) the Seller agrees to assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Royalties and all of the Seller’s right, title and interest therein; and (ii) the Sel... | [
"Sales",
"Closings",
"Adjustments",
"Warranties"
] |
Governing Laws | THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS PLAN AND ANY RULES AND REGULATIONS RELATING TO THIS PLAN SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING THOSE GOVERNING CONTRACTS) OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAW. If any provision h... | [
"Governing Laws",
"Adjustments",
"Withholdings",
"Vesting"
] |
Subsidiaries | The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens (except for Liens created under or expressly permitted by the RBL Credit Agreement and the Second Lien Credit Agreement), and all of the issued and outstanding shares of capital st... | [
"Subsidiaries",
"Costs",
"No Waivers",
"Organizations"
] |
Insurances | Seller will, at Seller’s expense, maintain in full force and effect, products liability insurance coverage with a policy limit of at least Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, consisting of at least Two Million Dollars ($2,000,000) in primary coverage ... | [
"Insurances",
"Books",
"Integration",
"Employment"
] |
Counterparts | This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Second Amendment by facsimile, portable document format (.pdf), DocuSign o... | [
"Counterparts",
"Closings",
"Specific Performance",
"Capitalization"
] |
Financial Statements | The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was required by l... | [
"Financial Statements",
"Insurances",
"Records",
"Benefits"
] |
Severability | In the event that any provision of this Agreement should be held to be void, voidable, unlawful, or for any other reason unenforceable, the Parties hereto shall mutually agree upon a new provision to replace the provision held void, voidable, unlawful or unenforceable. In the event that it is not possible as a matter o... | [
"Severability",
"Releases",
"Entire Agreements",
"Qualifications"
] |
Survival | The provisions of Sections 6, 7, 10 and 0 shall survive the termination of this Agreement for any reason. | [
"Survival",
"Brokers",
"Counterparts",
"Releases"
] |
Governing Laws | Except to the extent superseded by laws of the United States, the laws of Texas will be controlling in all matters relating to the Plan without regard to the choice of law principles therein. The Plan and all Awards are intended to comply, and will be construed by the Bank in a manner in which they are exempt from or c... | [
"Governing Laws",
"Cooperation",
"No Waivers",
"Waivers"
] |
Specific Performance | Each of the Parties will have and retain all rights to specific performance and injunctive or other equitable relief, arising out of or relating to a breach or threatened breach of this Agreement. Without limiting the generality of the foregoing, each of the Parties acknowledges that money damages would not be a suffic... | [
"Specific Performance",
"Headings",
"Indemnifications",
"Binding Effects"
] |
Enforcements | Mondelēz International agrees to pay on demand (i) all reasonable costs and expenses in connection with the preparation, execution, delivery, administration (excluding any cost or expenses for administration related to the overhead of the Administrative Agent), modification and amendment of this Agreement and the docum... | [
"Enforcements",
"Warranties",
"Enforceability",
"Adjustments"
] |
Insurances | Section 5.15 of the Disclosure Schedules sets forth a true, correct and complete list of all insurance policies carried by Sellers (collectively, the “ Insurance Policies ”), the amounts and types of insurance coverage available thereunder and all insurance loss runs and workers’ compensation claims received for the pa... | [
"Insurances",
"Publicity",
"Cooperation",
"Sales"
] |
Severability | In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may... | [
"Severability",
"Forfeitures",
"Representations",
"Modifications"
] |
Construction | Administrative Agent, each Lender and Borrower acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review the Loan Documents with its legal counsel and that the Loan Documents shall be constructed as if jointly drafted by Administrative Agent, eac... | [
"Construction",
"Existence",
"Warranties",
"Construction"
] |
Severability | Any provision of this First Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other... | [
"Severability",
"Integration",
"Non-Disparagement",
"Interests"
] |
Construction | Should any portion of this Confidentiality Agreement be deemed too broad to permit enforcement to its fullest extent, or should any portion of this Confidentiality Agreement be deemed unreasonable, then said portion will be reformed and enforced to the maximum extent permitted by law. In the event that such portion is ... | [
"Construction",
"General",
"Construction",
"Insurances"
] |
Definitions | Capitalized terms in the Plan shall be defined as set forth in the Plan. | [
"Definitions",
"Sanctions",
"Records",
"Forfeitures"
] |
Litigations | There is no litigation pending or, to the knowledge of any Credit Party, threatened (i) with respect to the Credit Documents or (ii) which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. | [
"Litigations",
"Enforceability",
"Closings",
"Venues"
] |
Severability | If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public... | [
"Severability",
"Benefits",
"Base Salary",
"Headings"
] |
Governing Laws | This Agreement shall be governed by and construed in accordance with the laws of the state of Tennessee without giving effect to its conflict of law principles. | [
"Governing Laws",
"Death",
"Costs",
"Base Salary"
] |
Subsidiaries | Other than as set forth in Section 3.09, none of the Partnership or its Subsidiaries (i) own, directly or indirectly, any Equity Securities of any corporation, partnership, limited liability company, joint venture, association or other entity, (ii) has outstanding any Equity Securities or any other securities converti... | [
"Subsidiaries",
"Confidentiality",
"Books",
"Sanctions"
] |
General | Except as shall otherwise be stated herein or as otherwise required by applicable law, all shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications, limitations and restrictions. | [
"General",
"Subsidiaries",
"Approvals",
"Modifications"
] |
Notices | All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, or overnight delivery service, by facsimile or by electronic mail (if an address therefore has been provided by the respect... | [
"Notices",
"Construction",
"Governing Laws",
"Terms"
] |
Adjustments | (a) If any Lender (a “ Benefited Lender ”) shall at any time receive any payment of all or part of its Loans owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in subsection 8.1(f),... | [
"Adjustments",
"Waivers",
"Disability",
"Counterparts"
] |
Vesting | The PRSUs subject to the Award shall vest in accordance with the Vesting Schedule set forth in Exhibit B to the Grant Notice. Unless and until the PRSUs have vested in accordance with the Vesting Schedule set forth in the Grant Notice, Participant will have no right to any distribution with respect to such PRSUs. Unle... | [
"Vesting",
"Base Salary",
"Non-Disparagement",
"Insurances"
] |
Approvals | No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required in connection with the execution and delivery of the Loan Documents by the Borrower and the performance or consummation of the transactions contemplated thereby, ... | [
"Approvals",
"Definitions",
"Erisa",
"Disclosures"
] |
Headings | The headings of the articles and sections of this Agreement are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof. | [
"Headings",
"Sanctions",
"Capitalization",
"Vesting"
] |
Notices | All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or address... | [
"Notices",
"Warranties",
"Participations",
"Organizations"
] |
Terminations | This Agreement may be terminated by any party by written notice to the other party, if the Closing has not been consummated on or before 28 th February 2019 (or such other date as shall be agreed between both parties in writing); provided, however, that such termination will not affect the right of any party to sue f... | [
"Terminations",
"Withholdings",
"Consent To Jurisdiction",
"Applicable Laws"
] |
Counterparts | This Agreement and the other Transaction Documents may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement and any amendments hereto, to the extent signed and delivered by means of electronic transmissi... | [
"Counterparts",
"Adjustments",
"Base Salary",
"No Waivers"
] |
Definitions | The terms in this Amendment No. 1 with initial letters capitalized, whether used in the singular or the plural, shall have the respective meanings either set forth below or in another part of this Agreement. | [
"Definitions",
"Tax Withholdings",
"Enforceability",
"Titles"
] |
Severability | Any provision of this Agreement which is unenforceable or invalid or contrary to law, or the inclusion of which would adversely affect the validity, legality or enforcement of this Agreement, shall be of no effect and, in such case, all the remaining terms and provisions of this Agreement shall subsist and be fully eff... | [
"Severability",
"Assigns",
"No Defaults",
"Use Of Proceeds"
] |
Governing Laws | THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES OR OTHER RULE OF LAW WHICH WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE LAW OF THE STATE OF NEW YORK. | [
"Governing Laws",
"Applicable Laws",
"Participations",
"Terminations"
] |
Payments | Whenever any payment of cash is to be made by any Credit Party to any Person pursuant to this Agreement, the Notes or other Transaction Document, such payment shall be made in lawful money of the United States of America (provided, that payments of cash made in respect of the UK Term Notes (GBP) shall be made in lawful... | [
"Payments",
"No Conflicts",
"Releases",
"Arbitration"
] |
Death | If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee dies, a prorated number of RSUs shall become Vested RSUs. For purposes of this Section 6(a), the number of RSUs that shall become Vested RSUs due to the Grantee’s death shall be equal to (i) the Target Number of RSUs multiplied by (i... | [
"Death",
"Warranties",
"General",
"Withholdings"
] |
Successors | This Release shall be binding upon me and my heirs, administrators, representatives, or executors, and upon Proto Labs’ successors or assigns. No assignment of this Release may be made by me, and any such purported assignment shall be null and void. Proto Labs may assign its rights or obligations under this Release to ... | [
"Successors",
"Brokers",
"Solvency",
"Warranties"
] |
Terms | Wherever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. | [
"Terms",
"Erisa",
"Representations",
"Intellectual Property"
] |
Assignments | Except as provided under Paragraph 8(b), and except for transfers and/or assignments of this Agreement from any Company entity to another Company entity, neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the othe... | [
"Assignments",
"Brokers",
"Titles",
"Vesting"
] |
Entire Agreements | This Agreement, the Credit Agreement and the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. This Agreement shall not constitute a novation of any amount owing unde... | [
"Entire Agreements",
"Applicable Laws",
"Books",
"Successors"
] |
Agreements | The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Pl... | [
"Agreements",
"Fees",
"Compliance With Laws",
"Transactions With Affiliates"
] |
Waivers | The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, this Guaranty or any circumstance referred to in Section 2, and waives any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any security interest... | [
"Waivers",
"Definitions",
"General",
"Disclosures"
] |
Erisa | No Loan Party (nor any member of the ERISA Group to the extent it could reasonably be expected to result in liability to a Loan Party) has maintained or contributed to (or had any obligation or liability, contingent or otherwise, with respect to) any Plan or Multiemployer Plan. No Loan Party is an “ employee benefit pl... | [
"Erisa",
"Tax Withholdings",
"Vacations",
"Use Of Proceeds"
] |
Use Of Proceeds | Borrower will use the proceeds of the Loan to pay off existing mortgage financing secured by the Property and as otherwise not prohibited by this Agreement. The Borrower shall not, and shall not permit Guarantor, to use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incur... | [
"Use Of Proceeds",
"Disability",
"Non-Disparagement",
"Benefits"
] |
Severability | In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereb... | [
"Severability",
"Amendments",
"Enforcements",
"Titles"
] |
Compliance With Laws | If you are resident or provide services outside the United States, you agree to repatriate all payments attributable to Shares and/or cash acquired under the Plan in accordance with applicable foreign exchange rules and regulations in your country of residence (and country of service, if different). In addition, you ag... | [
"Compliance With Laws",
"Anti-Corruption Laws",
"Costs",
"Payments"
] |
General | Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each Restricted Stock and Restricted Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable... | [
"General",
"Capitalization",
"Fees",
"Qualifications"
] |
Fees | Borrower shall have paid to the Lender all reasonable fees and disbursements of Lender’s counsel and all reasonable out-of-pocket expenses incurred by Lender, recording fees, search fees, charges and taxes in connection with this Amendment and all transactions contemplated hereby or made other arrangements with respect... | [
"Fees",
"No Conflicts",
"Modifications",
"Records"
] |
Governing Laws | THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. | [
"Governing Laws",
"Assignments",
"Effective Dates",
"Change In Control"
] |
Counterparts | This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile, e-mail or.pdf format signature(s). | [
"Counterparts",
"Organizations",
"Participations",
"Insurances"
] |
Counterparts | This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument. PDF and facsimile signatures shall constitute original signatures. The Parties agree that the electronic signatures appearing on this ... | [
"Counterparts",
"Submission To Jurisdiction",
"Indemnifications",
"Arbitration"
] |
Representations | The Purchaser makes the following representations and warranties for the benefit of each Seller, on which such Seller relies in Conveying Railcars, related Leases and Related Assets to the Purchaser hereunder. Such representations are made as of each applicable Delivery Date. | [
"Representations",
"Assigns",
"No Waivers",
"Indemnity"
] |
Expenses | (a) The Borrower agrees to pay on demand (i) all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented fees and expenses of counsel) of the Joint Lead Arrangers and the Agent and each of their respective Affiliates in connection with the preparation, execut... | [
"Expenses",
"Severability",
"Entire Agreements",
"Terminations"
] |
Amendments | To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) an LC Request to the applicable Iss... | [
"Amendments",
"Jurisdictions",
"Counterparts",
"Approvals"
] |
Notices | Each Subsidiary of the Company that is or becomes a “Subsidiary Borrower” pursuant to this Section 2.23 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery ... | [
"Notices",
"Governing Laws",
"Forfeitures",
"General"
] |
Fees | If Tenant does not pay any Rent within ten (10) days of the date when due hereunder, then following notice and in addition to all other remedies hereunder, Tenant shall pay to Landlord interest on such unpaid amount at the rate of one and one half percent (1.5%) per month from the date such amount was due until the dat... | [
"Fees",
"Survival",
"Specific Performance",
"Further Assurances"
] |
Indemnifications | The Lenders agree to indemnify each Agent and its officers, directors, partners, employees, affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respe... | [
"Indemnifications",
"Qualifications",
"Releases",
"Base Salary"
] |
Waiver Of Jury Trials | EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. | [
"Waiver Of Jury Trials",
"No Waivers",
"Consent To Jurisdiction",
"Transactions With Affiliates"
] |
Expenses | Borrower agrees to pay all losses, costs and expenses, including reasonable attorneys’ fees, in connection with the enforcement of the Note, the Loan Agreement and any other instruments and documents delivered in connection herewith sustained as a result of the occurrence of an Event of Default by Borrower. | [
"Expenses",
"Sanctions",
"Litigations",
"Sales"
] |
Tax Withholdings | The Recipient acknowledges and agrees that the Company may require the Recipient to pay, or may withhold from sums owed by the Company to the Recipient, any amount necessary to comply with the minimum applicable withholding requirements that the Company deems necessary to comply with any federal, state or local withhol... | [
"Tax Withholdings",
"Governing Laws",
"Existence",
"Consent To Jurisdiction"
] |
Amendments | By accepting this Award, the Participant expressly warrants that he or she has received a right to an equity based award under the Plan, and has received, read, and understood a description of the Plan. The Participant understands that the Plan is discretionary in nature and may be modified, suspended, or terminated by... | [
"Amendments",
"Disability",
"Disclosures",
"Forfeitures"
] |
Vacations | During each year of the Term, the Executive shall be entitled to a vacation period or periods in accordance with the vacation policy of the Company as in effect from time to time, but not less than twenty-five (25) days. | [
"Vacations",
"Governing Laws",
"Financial Statements",
"Amendments"
] |
Counterparts | This Agreement may be executed in counterparts, including via facsimile or portable document format (PDF), each of which shall constitute an original, but all of which together shall constitute one and the same agreement. | [
"Counterparts",
"Arbitration",
"Employment",
"Subsidiaries"
] |
No Defaults | Each Transaction Party shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplat... | [
"No Defaults",
"Brokers",
"Base Salary",
"Indemnity"
] |
Assignments | This Agreement shall inure to the benefit of, be binding upon and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except as permitted under Section 8 hereof) any part of this Agreement without the prior express written consent of the Company. | [
"Assignments",
"Insurances",
"Interests",
"Disability"
] |
Withholdings | For purposes of the Award Agreement the following provision shall replace Section 5 of the Award Agreement in its entirety. | [
"Withholdings",
"Applicable Laws",
"Confidentiality",
"Transactions With Affiliates"
] |
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