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label stringclasses 100 values	text stringlengths 24 6.54k	options listlengths 4 4
Entire Agreements	This Agreement represents the entire agreement between the parties hereto, and there are no other agreements, contracts or understandings between the parties hereto with respect to the subject matter of this Agreement, except as specifically referred to herein or as provided in Section 15 hereof.	[ "Entire Agreements", "Erisa", "Publicity", "Duties" ]
Venues	To the extent not prohibited by law, venue for any legal proceeding relating to enforcement of this Agreement shall be, at Bank’s option, the county in which Bank has its principal office in Wisconsin.	[ "Venues", "No Waivers", "Benefits", "Interests" ]
Enforcements	The enumeration of the rights and remedies of the Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in add...	[ "Enforcements", "No Defaults", "Benefits", "Terminations" ]
Notices	Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered or certified mail to your residence or to the Company’s principal office in the case of the Company.	[ "Notices", "Disclosures", "Severability", "Financial Statements" ]
Waiver Of Jury Trials	EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO ...	[ "Waiver Of Jury Trials", "Base Salary", "Insurances", "Adjustments" ]
Brokers	Neither Buyer nor any of its Affiliates has any Liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the Transactions for which either Seller or their respective Affiliates would become liable or obliged.	[ "Brokers", "Approvals", "Construction", "Transactions With Affiliates" ]
Litigations	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 or administrative agency or regulatory autho...	[ "Litigations", "Intellectual Property", "Indemnity", "Records" ]
Insurances	Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reason...	[ "Insurances", "Successors", "Binding Effects", "Enforceability" ]
No Defaults	Neither the Borrower nor any Restricted Subsidiary thereof is in default under or with respect to any Material Indebtedness that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.	[ "No Defaults", "Transactions With Affiliates", "Jurisdictions", "Effective Dates" ]
Entire Agreements	This Agreement (a) constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof, and (b) is not intended to confer any rights, benefits, remedies, obligations or liabilities upon any Person other than the Parti...	[ "Entire Agreements", "Organizations", "Powers", "No Conflicts" ]
Confidentiality	Each Purchaser covenants and agrees that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales of the Common Stock or (ii) hedging transaction which establishes a Net Short Position with respect to the Company’s Common Stock during the period commencing...	[ "Confidentiality", "Closings", "Taxes", "Erisa" ]
Compliance With Laws	The Company and each of its subsidiaries shall use commercially reasonable efforts to maintain, or cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and the Company a...	[ "Compliance With Laws", "Death", "Anti-Corruption Laws", "Expenses" ]
Effective Dates	This Release is effective after it has been signed by both parties and after seven days have passed since you have signed this Release (such date, the “ Effective Date ”).	[ "Effective Dates", "Enforceability", "Titles", "Assignments" ]
Counterparts	This Amendment may be executed by the parties hereto in separate counterparts (including those delivered by facsimile or other electronic means), each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.	[ "Counterparts", "Waiver Of Jury Trials", "Specific Performance", "Miscellaneous" ]
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", "Interests", "Forfeitures", "Sales" ]
Employment	Company hereby agrees to employ Employee, and Employee hereby accepts employment by Company, upon the terms and subject to the conditions hereinafter set forth. During the term of his employment, Employee shall have the title of President and Chief Executive Officer of Company.	[ "Employment", "Withholdings", "Financial Statements", "Disclosures" ]
Severability	Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, ...	[ "Severability", "Duties", "Adjustments", "Non-Disparagement" ]
Releases	Any issuance or transfer of shares of Stock or other property to Participant or Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may ...	[ "Releases", "Representations", "Use Of Proceeds", "Authorizations" ]
Payments	All amounts due under this Section 11.04 shall be payable not later than ten Business Days after demand therefor.	[ "Payments", "Expenses", "Further Assurances", "Books" ]
Waiver Of Jury Trials	Thi s Agreement s hall be go v erned b y the internal la w of the State of New York without regard to the choice of l aw pro v i s ion s of an y juri s diction. Each party hereto irrevocably submits to the exclusive jurisdiction of the courts located within Suffolk County, New York for the purposes of any action or cla...	[ "Waiver Of Jury Trials", "Severability", "Taxes", "Use Of Proceeds" ]
Existence	Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits...	[ "Existence", "Anti-Corruption Laws", "Tax Withholdings", "General" ]
Vesting	The Shares shall vest as follows, provided the Participant is then, and since the date of the Grant has continuously been, employed by the Company or a Subsidiary.	[ "Vesting", "Subsidiaries", "Sanctions", "Duties" ]
Counterparts	The [Tenth]/[Eleventh] Supplemental Indenture referred to herein is an indenture supplemental to the Indenture. This [Tenth]/[Eleventh] Supplemental Indenture may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts shall toget...	[ "Counterparts", "Indemnifications", "Enforcements", "Adjustments" ]
Governing Laws	This Separation Agreement shall be governed by and interpreted in accordance with the substantive laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. You agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Separation Agreement, or i...	[ "Governing Laws", "Expenses", "Confidentiality", "Positions" ]
Counterparts	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart to this Agreement by facsimile or other electronic transmission (including documents in PDF format) shall be effecti...	[ "Counterparts", "Publicity", "Miscellaneous", "Taxes" ]
Notices	Except as expressly provided to the contrary in this Agreement, every notice or other communication to be given by either party to the other with respect hereto shall be in writing and shall not be effective for any purpose unless the same shall be served personally or by national air courier service, or United States ...	[ "Notices", "Intellectual Property", "Base Salary", "Consent To Jurisdiction" ]
Survival	The foregoing representations and warranties shall survive the Closing Date.	[ "Survival", "Confidentiality", "Fees", "Vacations" ]
Organizations	It has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its formation, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times, and now has all necessary p...	[ "Organizations", "Confidentiality", "Sanctions", "No Defaults" ]
Notices	Any notice required or permitted under this Agreement shall be deemed given when delivered personally, through Ambac’s stock compensation administration system or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Company at its principal offices, to the Participant at the...	[ "Notices", "Duties", "Arbitration", "Participations" ]
Governing Laws	This Agreement will be governed by and construed in accordance with the laws of the State of Washington, without regard to any conflict of law principles thereof that would give rise to the application of the laws of any other jurisdiction. Executive hereby waives notice of the telephonic Board meeting held on January...	[ "Governing Laws", "Representations", "Brokers", "Amendments" ]
Entire Agreements	The Credit Agreement, as amended by this Amendment, collectively sets forth the entire understanding and agreements of the parties hereto in relation to the subject matter hereof and supersede any prior negotiations and agreements between the parties relative to such subject matter. No promise, condition, representatio...	[ "Entire Agreements", "Effectiveness", "Successors", "Change In Control" ]
Disclosures	The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or any Restricted Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. ...	[ "Disclosures", "Enforcements", "Withholdings", "Anti-Corruption Laws" ]
Tax Withholdings	The Company will withhold from the number of shares of Common Stock otherwise issuable hereunder (including with respect to dividend equivalents) a number of shares necessary to satisfy any and all applicable federal, state, local and foreign tax withholding obligations and employment-related tax requirements (“Tax-Rel...	[ "Tax Withholdings", "Releases", "Submission To Jurisdiction", "Survival" ]
Fees	All computations of interest based on the Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 days (or 366 days in a leap year). All computations of interest based on the LIBO Rate or the NYFRB Rate and of Facility Fees shall be made by the Administrative Agent and all computations of int...	[ "Fees", "Costs", "Tax Withholdings", "No Waivers" ]
Representations	Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any...	[ "Representations", "General", "Assigns", "Organizations" ]
Further Assurances	Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary from time to time, to effectuate and implement the terms of this Agreement.	[ "Further Assurances", "Cooperation", "Organizations", "No Defaults" ]
No Defaults	(a) None of the execution, delivery, and performance by any Credit Party of this Agreement nor the consummation of the transactions herein contemplated do or will (i) conflict with or result in a breach of, or require any consent (which has not been obtained and is in full force and effect) under (x) any Organizational...	[ "No Defaults", "Headings", "No Conflicts", "Withholdings" ]
Headings	Section and subsection headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.	[ "Headings", "Participations", "Enforceability", "Benefits" ]
Entire Agreements	This Agreement (together with Appendix A hereto) embodies all of the representations, warranties, covenants, understandings and agreements between the Parties relating to Executive’s employment with the Company. No other representations, warranties, covenants, understandings, or agreements exist between the Parties rel...	[ "Entire Agreements", "Counterparts", "Publicity", "Records" ]
Base Salary	The Company shall pay Executive an annual salary of two hundred fifty thousand dollars ($250,000) per year, payable in equal installments once monthly or at more frequent intervals in accordance with the Company's customary pay schedule, subject to such increases as the Company may determine from time to time in its so...	[ "Base Salary", "Insurances", "Fees", "Erisa" ]
Notices	The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03 ) if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Admini...	[ "Notices", "Brokers", "Waiver Of Jury Trials", "Authorizations" ]
Binding Effects	This Agreement shall be binding upon and inure to the benefit of the successors in interest of the Executive and the Company.	[ "Binding Effects", "Consents", "Insurances", "Terminations" ]
Indemnifications	During and after the Term, the Company shall indemnify the Executive to the maximum extent permitted by any applicable agreement, arrangement or corporate governance document of the Company or, in the event no such agreement, arrangement or document exists, to the maximum extent permitted by applicable law, in either c...	[ "Indemnifications", "General", "Warranties", "Jurisdictions" ]
Litigations	Except as set forth on Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Lender in writing (including disclosures pursuant to Section 4.9 or otherwise, it being understood that any such disclosures shall not act as a consent or waiver of any Default or Event of Default arising under Section 4.9,...	[ "Litigations", "Waiver Of Jury Trials", "Capitalization", "Amendments" ]
Further Assurances	Upon the Completion Date with respect to the Facility and the installation of all of the Equipment therein, the Company shall prepare and deliver to the Agency, a schedule listing all of the Equipment not previously described in this Lease Agreement. If requested by the Agency, the Company shall thereafter furnish to ...	[ "Further Assurances", "Erisa", "Enforceability", "Agreements" ]
Insurances	The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company is engaged. The Company has not been refused any insurance coverage sought or applied for a...	[ "Insurances", "Powers", "Interests", "Disclosures" ]
Solvency	Borrower (a) has not entered into the transaction contemplated by this Agreement or any Loan Document or the Environmental Indemnity with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Loan Documents and the Environm...	[ "Solvency", "No Conflicts", "Waivers", "Positions" ]
Remedies	Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. If the Company prevails in enforcing this Agreement, it shall be entitled t...	[ "Remedies", "Integration", "Taxes", "Participations" ]
Disability	The Option granted pursuant to this Agreement, to the extent it has vested as of the date of Employee’s termination due to Disability, Retirement or death, may be exercised by Employee or Employee’s legal representative, heir or devisee, as appropriate, within one year from the date of Disability, Retirement or death.	[ "Disability", "Employment", "Disclosures", "Brokers" ]
Payments	All amounts due under this Section shall be payable promptly after demand therefor.	[ "Payments", "Cooperation", "Counterparts", "Transactions With Affiliates" ]
General	The Plan shall be administered by the Compensation Committee (the “ Committee ”) of the United Rentals Board of Directors (the “ Board ”), as such committee is from time to time constituted, provided that the Committee may delegate its duties and powers in whole or in part to any subcommittee thereof or to any other in...	[ "General", "Benefits", "No Waivers", "Specific Performance" ]
Duties	During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board of Directors of the Employer (collectively, and as applicable, the “ Board of Directors ” or “ Board ”) or a committee of the Board, Executive shall...	[ "Duties", "Approvals", "Remedies", "Capitalization" ]
Binding Effects	The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, Fortress, its successors and assigns, and upon Consultant and his legal representatives. This Agreement constitutes a personal service agreement, and the performance of Consultant’s obligations hereunder may not be tr...	[ "Binding Effects", "Financial Statements", "Governing Laws", "Successors" ]
Payments	On May 31, 2019, FVE and RMR will pay any unpaid wages for the period through May 31, 2019, and FVE will pay you for any unused vacation time as of such date (it being acknowledged that you have no accrued and unpaid RMR vacation time), all subject to all usual and applicable taxes and deductions. Your health insurance...	[ "Payments", "Disability", "Insurances", "Payments" ]
Terminations	This Agreement may be terminated by the Purchaser by written notice to the Company, if the Closing has not been consummated on or before January 31, 2019; provided, however, that no such termination will affect the right of any party to sue for any breach of this Agreement or any other Transaction Document by the other...	[ "Terminations", "Entire Agreements", "Remedies", "Vesting" ]
Duties	Executive shall report directly to the Company’s Board of Directors (the “ Board ”) or CEO. The Company shall use its best efforts to convince the shareholders of the Company to elect and reelect Executive to the Board during the Employment Period. Within the limitations established by the Bylaws of the Company, Execu...	[ "Duties", "Use Of Proceeds", "Anti-Corruption Laws", "Headings" ]
Notices	All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email communication) and shall be personally delivered or sent by express mail or nationally recognized overnight courier or by certified mail, first class postage prepaid, or by fac...	[ "Notices", "Vesting", "Liens", "Miscellaneous" ]
Confidentiality	Such Purchaser understands and agrees that the Securities have not been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the Securities Act, and that such Securities must be held indefinitely unless a subse...	[ "Confidentiality", "Waiver Of Jury Trials", "Construction", "Financial Statements" ]
Counterparts	This Agreement may be executed and delivered in any number of counterparts (including by facsimile or electronic transmission), each of which shall be an original and all of which together shall constitute a single instrument.	[ "Counterparts", "Authority", "Sales", "Participations" ]
Counterparts	This Offer Letter may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.	[ "Counterparts", "Subsidiaries", "Warranties", "Terms" ]
Notices	Unless otherwise provided in this Agreement, all notices, consents, approvals, requests and other communications required or permitted to be given to a Party hereunder shall be in writing and sent prepaid by hand delivery, by certified or registered mail, by expedited commercial or postal delivery service, or by facsim...	[ "Notices", "Entire Agreements", "Use Of Proceeds", "Waiver Of Jury Trials" ]
Consents	Any failure of Seller, on the one hand, or Buyer, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Buyer, on the one hand, or Seller, on the other hand, only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist u...	[ "Consents", "Use Of Proceeds", "Existence", "Waivers" ]
Binding Effects	This Sixth Amendment shall be binding upon and inure to the benefit of the Loan Parties, the Banks, the Issuing Banks and the Administrative Agent and their respective successors and assigns, except that the Loan Parties shall not have the right to assign their rights hereunder or any interest herein.	[ "Binding Effects", "Remedies", "Survival", "Authority" ]
Assignments	This Agreement and the rights, licenses and obligations hereunder may not be assigned, by operation of law or otherwise, by any party without the express prior written consent of the other parties, except as otherwise provided in this Agreement. Any assignment or transfer in violation of this provision shall be null an...	[ "Assignments", "Counterparts", "Modifications", "Powers" ]
Specific Performance	The parties hereto acknowledge and agree irreparable harm may occur for which money damages would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to any o...	[ "Specific Performance", "Effectiveness", "Consent To Jurisdiction", "Powers" ]
Binding Effects	This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01 ) when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each I...	[ "Binding Effects", "Cooperation", "Defined Terms", "Assignments" ]
Releases	Each Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent and each Lender on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of any Property; any loss or damage to buildings...	[ "Releases", "Arbitration", "Brokers", "Enforcements" ]
Remedies	Upon an Event of Default, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.	[ "Remedies", "Duties", "No Conflicts", "Insurances" ]
Further Assurances	At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as the other Party may reasonably request in order to evidence or effectuate the ...	[ "Further Assurances", "Counterparts", "Headings", "Assignments" ]
Waiver Of Jury Trials	EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGRE...	[ "Waiver Of Jury Trials", "Effective Dates", "Entire Agreements", "Survival" ]
Severability	In the event any one or more of the provisions contained in this Credit Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the inv...	[ "Severability", "Approvals", "Use Of Proceeds", "Forfeitures" ]
Indemnifications	The Company shall cover the Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its most senior active officers and directors. In addition, the Company shall indem...	[ "Indemnifications", "Tax Withholdings", "Assigns", "Subsidiaries" ]
Expenses	The costs and expenses (including, but not limited to, attorneys’ fees) incurred by the Executive in investigating, defending, being a witness in, appealing or otherwise participating in any threatened or pending claim or any threatened or pending action, suit or proceeding described in Section 7.1 shall, at the writte...	[ "Expenses", "Compliance With Laws", "Costs", "Specific Performance" ]
Headings	The section headings contained in this Agreement (including, without limitation, section headings and headings in the exhibits and schedules) are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement. Any reference to the masculine, feminine, ...	[ "Headings", "Financial Statements", "Arbitration", "Adjustments" ]
Compliance With Laws	Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the Award prior to the completion of any...	[ "Compliance With Laws", "Assigns", "Arbitration", "Integration" ]
Solvency	After giving effect to the Loan advance and the liabilities and obligations of each Credit Party under the Operative Documents, each Borrower and each additional Credit Party is Solvent.	[ "Solvency", "Assigns", "Adjustments", "Specific Performance" ]
Effective Dates	This Release is only effective after it has been signed by both parties and after eight (8) days have passed following the date Employee signed the Agreement without Employee revoking this Agreement (the “Effective Date”).	[ "Effective Dates", "No Waivers", "Taxes", "Remedies" ]
Amendments	By accepting this Award, the Participant expressly warrants that he or she has received an Award of MSUs, and has received, read and understood a description of the Plan. The Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.	[ "Amendments", "Sanctions", "Intellectual Property", "Arbitration" ]
Severability	In the event that one or more of the provisions of these Award Terms shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceab...	[ "Severability", "Expenses", "Compliance With Laws", "Books" ]
Defined Terms	Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. The rules of interpretation set forth in Section 1.03 of the Original Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. As used herein, the term “ April 2019 Tran...	[ "Defined Terms", "Intellectual Property", "Positions", "Participations" ]
Payments	Prior to the vesting, settlement, payment or delivery, as the case may be, of a Section 162(m) Performance Award, the Committee shall certify in writing the extent to which the applicable Section 162(m) Performance Goals and any other material terms of the Section 162(m) Performance Award have been achieved or ...	[ "Payments", "Indemnity", "Qualifications", "Taxes" ]
Tax Withholdings	The Company may deduct and withhold from any cash otherwise payable to the Employee such amount as may be required for the purpose of satisfying the Company’s obligation to withhold federal, state or local taxes. Further, in the event the amount so withheld is insufficient for such purpose, the Company may require that...	[ "Tax Withholdings", "Tax Withholdings", "Terminations", "Modifications" ]
Vesting	Subject to Section ‎10.12 below, a Participant’s accounts shall vest in accordance with the following.	[ "Vesting", "Organizations", "Representations", "Entire Agreements" ]
Defined Terms	The meaning of capitalized terms used in the Plan are set forth in Section 7.	[ "Defined Terms", "Participations", "Tax Withholdings", "Records" ]
Vesting	Unless otherwise specified in the notice of an Award or other written agreement, the Option will vest and become exercisable in 25% annual, cumulative installments beginning on the first anniversary of the Date of Grant. The Option may not be exercised as to any shares after the Expiration Date.	[ "Vesting", "Records", "Confidentiality", "Jurisdictions" ]
General	Employee’s right to the shares of Restricted Stock awarded under this Agreement as to which the restrictions have not lapsed shall cease and terminate immediately upon Employee’s termination of employment with Macatawa Bank Corporation or any of its subsidiaries during the Restricted Period for any reason other than Em...	[ "General", "Change In Control", "Closings", "Waivers" ]
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 two years preceding the date hereof (or such shorter period as the Company was required by ...	[ "Financial Statements", "Consents", "No Defaults", "Duties" ]
Notices	All notices required or permitted to be given by the Corporation with respect to the Series B Preferred Stock shall be in writing, and if delivered by first class United States mail, postage prepaid, to the holders of the Series B Preferred Stock at their last addresses as they shall appear upon the books of the Corpor...	[ "Notices", "Sales", "Governing Laws", "Existence" ]
Anti-Corruption Laws	The Seller Parties will not, directly or indirectly, use the proceeds of any Incremental Purchase or Letter of Credit for any purpose which would breach, in any material respect, any Anti-Corruption Law.	[ "Anti-Corruption Laws", "Books", "Notices", "Use Of Proceeds" ]
Adjustments	Unless the Committee specifically determines otherwise, the Nonqualified Stock Options shall be subject to adjustment or substitution as to the number, price or, if applicable, kind of shares of stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (a) in the ev...	[ "Adjustments", "Consents", "Sanctions", "Interpretations" ]
Withholdings	The Company or any employer Affiliate has the authority and the right to deduct or withhold from any payment related to the DER Account due Grantee, or from any payroll or other payment due Grantee, any federal, state, local, or foreign taxes (including Grantee’s FICA obligation) required by law to be withheld with res...	[ "Withholdings", "Venues", "Modifications", "Positions" ]
Effective Dates	If the foregoing is acceptable to you, please sign a copy of this Final Release Agreement and return a PDF of the Final Release Agreement to me by email. Y ou may take up to forty-five (45 ) days from today to consider, sign and return this Final Release Agreement. In addition, you may revoke the Final Release Agreem...	[ "Effective Dates", "No Waivers", "Indemnity", "Modifications" ]
Base Salary	During the Employment Period, Executive shall receive an initial annual base salary in an amount equal to $400,000, less all applicable withholdings, which shall be paid in accordance with the customary payroll practices of the Company and prorated for partial calendar years of employment (as in effect from time to tim...	[ "Base Salary", "Sanctions", "Binding Effects", "General" ]
Entire Agreements	This Agreement and the other Transaction Documents constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter in any way, in...	[ "Entire Agreements", "Duties", "Taxes", "Entire Agreements" ]
Consents	Existing Borrowers, Agent, Lenders and Guarantors (by their signatures to the consent attached hereto) hereby consent to the assumption of the Loan Agreement, the Notes, the Fee Letter, the Indemnity and the other Loan Documents to which Borrowers are a party and the Obligations by the Additional Borrower and agree and...	[ "Consents", "Solvency", "Representations", "Terminations" ]
Payments	Payment of the aggregate principal amount outstanding under this Note (the “ Principal Amount ”), together with all accrued and unpaid interest thereon shall be made on the Maturity Date.	[ "Payments", "Taxes", "Confidentiality", "Cooperation" ]
Fees	With the exception of Base Rate Loans, interest on Loans, Letter of Credit fees, Related Expenses and commitment and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. With respect to Base Rate Loans, inte...	[ "Fees", "Vacations", "Liens", "Headings" ]
Effective Dates	The Plan shall take effect as of the closing of the Company’s initial public offering subject to approval by the shareholders of the Company as required by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board.	[ "Effective Dates", "Effective Dates", "Representations", "Vacations" ]
No Defaults	Neither the Parent Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.	[ "No Defaults", "No Conflicts", "Intellectual Property", "Sanctions" ]
Expenses	All costs and expenses (including attorneys’ fees) incurred in connection with the negotiation and preparation of, or any claim, dispute or litigation pertaining to, this Agreement shall be paid by the party incurring such expenses.	[ "Expenses", "Books", "Consents", "Waiver Of Jury Trials" ]

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