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Notices | All notices and other communications provided for hereunder shall be sent to the addresses and in the manner provided for in Section 13.4 of the Loan Agreement. All such notices and communications shall be effective as provided in Section 13.4 of the Loan Agreement. | [
"Notices",
"Miscellaneous",
"Participations",
"Releases"
] |
Confidentiality | While this Agreement is in effect and for a period of five years thereafter, and except as otherwise required by law or legal process and after reasonable notice to Employer and opportunity for Employer to intervene, Employee shall hold and keep secret and confidential all Trade Secrets and other confidential or propri... | [
"Confidentiality",
"Specific Performance",
"Enforceability",
"Solvency"
] |
Consents | The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Tra... | [
"Consents",
"Non-Disparagement",
"General",
"Consent To Jurisdiction"
] |
Amendments | No course of dealing between the Parties hereto shall be effective to amend, modify, or change any provision of this Agreement. This Agreement may not be amended, modified, or changed in any respect except by an agreement in writing signed by the Party against whom such change is to be enforced. The Parties may, subjec... | [
"Amendments",
"Consent To Jurisdiction",
"Compliance With Laws",
"Further Assurances"
] |
Notices | Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event ... | [
"Notices",
"Miscellaneous",
"Records",
"General"
] |
Miscellaneous | The parties hereto hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of or any default under this Note, except as specifically provided herein, and assent to extensions of the time of payment, or forbearance or ot... | [
"Miscellaneous",
"Compliance With Laws",
"Duties",
"Entire Agreements"
] |
Governing Laws | THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MARYLAND. The captions of this Agreement are not part of the provisions ... | [
"Governing Laws",
"Waiver Of Jury Trials",
"No Defaults",
"Effectiveness"
] |
Terminations | (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Effective Date and (ii) all other Commitments shall terminate on the Maturity Date. | [
"Terminations",
"No Conflicts",
"Severability",
"Records"
] |
Withholdings | There shall be deducted from each payment made under the Plan or other compensation payable to the Participant all taxes which are required to be withheld by the Company in respect to such payment under this Plan. The Company shall have the right to reduce any payment (or other compensation) by the amount of cash suffi... | [
"Withholdings",
"Positions",
"Successors",
"Intellectual Property"
] |
Participations | By and immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender h... | [
"Participations",
"Titles",
"Waivers",
"Intellectual Property"
] |
Withholdings | The Company and its subsidiaries will deduct and withhold from any amounts payable under this Plan such Federal, state, local, foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation. | [
"Withholdings",
"Taxes",
"Powers",
"Enforceability"
] |
Governing Laws | All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would c... | [
"Governing Laws",
"Binding Effects",
"Litigations",
"Brokers"
] |
Successors | This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties; provided however that no party may assign this Agreement or the obligations and rights of such party hereunder without the prior written consent of the other parties hereto. | [
"Successors",
"Amendments",
"Jurisdictions",
"Closings"
] |
Death | If you die before the Delivery Date, the Shares underlying your then-outstanding DSUs shall be delivered to the representative of your estate as soon as practicable after the date of death and after such documentation as may be requested by the Committee is provided to the Committee. | [
"Death",
"Amendments",
"Counterparts",
"Capitalization"
] |
Governing Laws | This Release shall be governed by and construed in accordance with the laws of the State of Texas for contracts made and to be fully performed in such state, without giving effect to any choice of law rules that may require the application of the laws of another jurisdiction. | [
"Governing Laws",
"Further Assurances",
"Books",
"Solvency"
] |
Confidentiality | The Parties understand and acknowledge that this Agreement may be disclosed and filed with the Bankruptcy Court as an exhibit to the Disclosure Statement and included in the Solicitation Materials, provided that in such disclosure the executed signature pages to this Agreement shall be redacted and no individual holdin... | [
"Confidentiality",
"Consent To Jurisdiction",
"Employment",
"Enforceability"
] |
Counterparts | This Guaranty may be executed in any number of duplicate originals, and each duplicate original will be deemed to be an original. This Guaranty (and each duplicate original) also may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute a fully exe... | [
"Counterparts",
"Vacations",
"Disability",
"Positions"
] |
Capitalization | GSI’s authorized capital stock consists of (i) 200,000,000 shares of Common Stock, $0.001 Par Value of which 41,838,864 shares were issued and outstanding as of December 10, 2018 and 494,462 are issued as treasury stock, and (ii) 50,000,000 shares of Preferred Stock of which 3,092,899 shares are issued and outstanding.... | [
"Capitalization",
"Interpretations",
"Use Of Proceeds",
"Survival"
] |
Confidentiality | The Article entitled “Records and Confidential Data” as set forth in Section 10 of the Employment Agreement shall continue to apply. | [
"Confidentiality",
"Governing Laws",
"Organizations",
"Further Assurances"
] |
Taxes | Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borr... | [
"Taxes",
"Sales",
"Jurisdictions",
"Anti-Corruption Laws"
] |
Confidentiality | Except for DIEGO's disclosure obligations under applicable securities laws, each Party agrees to keep in confidence the terms and conditions of this Agreement. The Parties hereto agree that they will not, without compulsion of legal process, reveal directly or indirectly any of the terms of this Agreement to any person... | [
"Confidentiality",
"Agreements",
"Assignments",
"Indemnity"
] |
Terms | Each Option granted under the Plan must be evidenced by an Award Agreement. At the time any Option is granted, the Committee will determine whether the Option is to be an Incentive Stock Option described in Code Section 422 or a Non‑Qualified Stock Option, and the Option must be clearly identified as to its status as a... | [
"Terms",
"Benefits",
"Adjustments",
"Erisa"
] |
Terminations | This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5 th ) Trading D... | [
"Terminations",
"Authority",
"Definitions",
"Indemnifications"
] |
Waivers | No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiari... | [
"Waivers",
"Taxes",
"Enforceability",
"Participations"
] |
Further Assurances | Each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the Contemplated Transactions. | [
"Further Assurances",
"Defined Terms",
"Agreements",
"Records"
] |
Authorizations | The execution, delivery and performance by the Company Parties of this Agreement and the Additional Agreements and the consummation by the Company Parties of the transactions contemplated hereby and thereby are within the corporate powers of the Company Parties and have been duly authorized by all necessary action on t... | [
"Authorizations",
"Positions",
"Books",
"Modifications"
] |
Binding Effects | This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with it... | [
"Binding Effects",
"Compliance With Laws",
"Death",
"Construction"
] |
Releases | Any issuance or transfer of shares of Stock or other property to the Participant or the 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 Com... | [
"Releases",
"Interpretations",
"Financial Statements",
"Tax Withholdings"
] |
Consents | (a) Neither the execution and delivery of this Agreement by any Seller or of the Transaction Documents to which it is or will be a party, nor the performance of their respective obligations hereunder or thereunder, will (i) violate, conflict with or result in a breach of the organizational documents of HVFH or PFFC or ... | [
"Consents",
"Assignments",
"Qualifications",
"Erisa"
] |
Duties | No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by the Agent in the United States or any political subdivision or taxing authority thereof or therein in connection with the execution, delivery or performance of this Agreement by the Company or ... | [
"Duties",
"Subsidiaries",
"Compliance With Laws",
"Vesting"
] |
Representations | The Vehicle Trustee hereby reaffirms, as of the date hereof, the representations, warranties and covenants set forth in Section 7.7 of the Vehicle Trust Agreement, on which the Grantors and UTI Beneficiary, each of their permitted assignees and pledgees and each Registered Pledgee and Holder or Related Beneficiary of t... | [
"Representations",
"Fees",
"Binding Effects",
"Vesting"
] |
Specific Performance | Each of the parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the te... | [
"Specific Performance",
"Vacations",
"Taxes",
"Capitalization"
] |
Authorizations | All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company's obligations hereunder, including the issuance and delivery of the Shares, has been taken or will ... | [
"Authorizations",
"Counterparts",
"Subsidiaries",
"Severability"
] |
Death | The Executive’s employment hereunder shall terminate upon his death. | [
"Death",
"Headings",
"Consent To Jurisdiction",
"Terminations"
] |
Governing Laws | The governing law and related provisions set forth in Section 10.3 of the Loan Agreement (including, any authorized agent provisions thereof) are hereby incorporated by reference as if fully set forth herein (with Indemnitor substituted in all places where Borrower appears thereunder) and shall be deemed fully applicab... | [
"Governing Laws",
"Interests",
"Powers",
"Costs"
] |
Payments | Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any income, employme... | [
"Payments",
"Closings",
"Intellectual Property",
"Indemnity"
] |
Waivers | Reference is made to the final IPO prospectus of the Purchaser, dated October 25, 2017 (the “ Prospectus ”). The Company and the Seller have read the Prospectus and understand that the Purchaser has established the Trust Account for the benefit of the public shareholders of the Purchaser and the underwriters of the IPO... | [
"Waivers",
"Vesting",
"Cooperation",
"Solvency"
] |
Tax Withholdings | The provisions of Section 13(d) of the Plan are incorporated herein by reference and made a part hereof. | [
"Tax Withholdings",
"Vacations",
"Jurisdictions",
"Disclosures"
] |
No Waivers | No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement or under any other instrument or document given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiesc... | [
"No Waivers",
"Effectiveness",
"Enforcements",
"Arbitration"
] |
Defined Terms | For purposes of this Section 2.17, the term “applicable law” includes FATCA. | [
"Defined Terms",
"Enforcements",
"Cooperation",
"Waiver Of Jury Trials"
] |
Tax Withholdings | Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to ... | [
"Tax Withholdings",
"Sanctions",
"Severability",
"Survival"
] |
Entire Agreements | The Plan is incorporated herein by reference. Capitalized terms not defined herein shall have the meanings specified in the Plan. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of ... | [
"Entire Agreements",
"Further Assurances",
"Adjustments",
"Miscellaneous"
] |
Defined Terms | For purposes of this Section 2.21, the term “applicable law” includes FATCA. | [
"Defined Terms",
"No Conflicts",
"Books",
"Confidentiality"
] |
Compliance With Laws | It will comply in all material respects with all Requirements of Laws, including those with respect to the Receivables and related Financed Vehicles. | [
"Compliance With Laws",
"Submission To Jurisdiction",
"Capitalization",
"Base Salary"
] |
Amendments | No amendment or waiver of any provision of this Guaranty, and no consent to any departure by the Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Guarantor and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance ... | [
"Amendments",
"Survival",
"Waiver Of Jury Trials",
"Employment"
] |
Representations | The Executive represents and warrants that the Executive is not under any obligation, contractual or otherwise, to any other firm or corporation, which would prevent the Executive’s performance of the terms of this Agreement. | [
"Representations",
"Death",
"Solvency",
"Use Of Proceeds"
] |
Counterparts | This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy or pdf shall be effective as an original. | [
"Counterparts",
"Agreements",
"Employment",
"Indemnity"
] |
Positions | For the term of your employment under this Agreement (your “ Employment ”), the Company agrees to employ you in the position of SVP, Operation. You shall report to the Company’s Chief Operating Officer (“ COO ”). You shall perform the duties and have the responsibilities and authority customarily performed and held by ... | [
"Positions",
"Approvals",
"Authority",
"Titles"
] |
Transactions With Affiliates | Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, offic... | [
"Transactions With Affiliates",
"Applicable Laws",
"Non-Disparagement",
"Closings"
] |
Releases | As additional consideration to the execution, delivery, and performance of this Amendment by the parties hereto and to induce Agent and the Lenders to enter into this Amendment, Borrower and each Guarantor hereby represents and warrants that it does not know of any defenses, counterclaims or rights of setoff to the pay... | [
"Releases",
"Submission To Jurisdiction",
"Costs",
"Modifications"
] |
Terms | This Agreement and Employee’s employment hereunder shall be for an initial term of three (3) years commencing on the date hereof (the “ Effective Date ”) and ending on the third anniversary of the Effective Date, unless terminated earlier by the Employer or the Employee pursuant to Section 4 of this Agreement (the “ Te... | [
"Terms",
"Modifications",
"Counterparts",
"Titles"
] |
Survival | Each party’s obligations under this Section 2.6 shall survive the repayment, satisfaction or discharge of all obligations under any Loan Document. | [
"Survival",
"Notices",
"Subsidiaries",
"Survival"
] |
Representations | Any representation, warranty or certification made by any Seller Party to Buyer under this Agreement or any Transaction Document (other than any representation contained in Article 9(s)) shall have been incorrect or untrue when made or repeated or deemed to have been made or repeated in any material respect and, to the... | [
"Representations",
"Amendments",
"Vesting",
"Authority"
] |
Confidentiality | Nothing in this Agreement shall require the Advisor to disclose the details of its trading system, methods, models, strategies and formulas. CMF and the Partnership acknowledge that the trading systems, methods, models, strategies and formulas of the Advisor are the sole and exclusive property of the Advisor; CMF and t... | [
"Confidentiality",
"Modifications",
"Anti-Corruption Laws",
"Litigations"
] |
Governing Laws | THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT... | [
"Governing Laws",
"Notices",
"Financial Statements",
"Consents"
] |
General | The Board may grant other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property (“ Other Stock-Based Awards ”). Such Other Stock-Based Awards shall also be available as a form of payment in the settleme... | [
"General",
"Cooperation",
"Employment",
"Confidentiality"
] |
Assignments | The parties to each assignment shall execute and deliver an Assignment and Assumption Agreement. | [
"Assignments",
"Terminations",
"Modifications",
"Cooperation"
] |
Vesting | With the acceptance of a Grant, the Grantee expressly acknowledges that any RSU, PSU and/or SAR shall not give the Grantee any right or entitlement until such Grant is fully vested. The Grant remains fully discretionary until full vesting. | [
"Vesting",
"Anti-Corruption Laws",
"Non-Disparagement",
"Binding Effects"
] |
Records | Cyclerion shall maintain all materials and all other data and documentation obtained or generated by Cyclerion in the course of preparing for and providing Services hereunder, including all computerized records and files (the “ Records ”) in a secure area reasonably protected from fire, theft and destruction. These Re... | [
"Records",
"Indemnifications",
"Effective Dates",
"Positions"
] |
Submission To Jurisdiction | THE GRANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR ... | [
"Submission To Jurisdiction",
"Agreements",
"Sales",
"Interpretations"
] |
Governing Laws | This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to principles of conflict of laws. Executive agrees that the exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, shall be the... | [
"Governing Laws",
"Waivers",
"Specific Performance",
"Approvals"
] |
Counterparts | The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email in portable document format (.pdf), or by any other electronic means ... | [
"Counterparts",
"Remedies",
"Participations",
"Costs"
] |
Withholdings | All payments made to you pursuant to this letter will be subject to applicable withholding taxes, if any, and any amount so withheld shall be deemed to have been paid to you for purposes of amounts due to you under this letter. | [
"Withholdings",
"Venues",
"Governing Laws",
"Titles"
] |
Insurances | The Portfolio Railcars described on each Delivery Schedule delivered from time to time under an Asset Transfer Agreement are, at the time of the related Conveyance to the Issuer, covered by the insurance required by Section 5.04(f) hereof, and all premiums due prior to the applicable Delivery Date in respect of such in... | [
"Insurances",
"Organizations",
"Venues",
"Entire Agreements"
] |
Notices | All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand, sent prepaid for next-day delivery by Federal Express (or a comparable overnight delivery service) or sent by the United States mail, certified, postage prepaid, return receipt requested, at the address... | [
"Notices",
"Enforcements",
"Costs",
"Terms"
] |
Effective Dates | It is the intent that all of the amounts deferred and benefits provided under this Plan will be subject to the terms of Section 409A of the Code, and that this Plan shall be effective as of January 1, 2019 with respect to compensation earned on or after such date. | [
"Effective Dates",
"Specific Performance",
"Withholdings",
"Modifications"
] |
Entire Agreements | This Agreement embodies the entire agreement between the Bank and Executive with respect to the matters agreed to herein. All prior agreements between the Bank and Executive with respect to the matters agreed to herein are hereby superseded and shall have no force or effect, except that this Agreement shall not affect ... | [
"Entire Agreements",
"No Defaults",
"Publicity",
"Erisa"
] |
Interpretations | The recitals to this Agreement shall be taken into account in the construction or interpretation of this Agreement. The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.” The captions or headings of the Sections and other subdivisions of this Agreement are inserted... | [
"Interpretations",
"Closings",
"Existence",
"Modifications"
] |
Further Assurances | The parties agree to execute such additional documents and perform such acts as are reasonably necessary to effectuate the intent of this Purchase Agreement. | [
"Further Assurances",
"Binding Effects",
"Applicable Laws",
"Payments"
] |
Compliance With Laws | Seller shall, and shall cause Guarantor to, at all times (i) comply with all contractual obligations, (ii) comply in all respects with all Requirements of Law, (iii) maintain and preserve its legal existence, and (iv) maintain and preserve all of its rights, privileges, licenses and franchises necessary for the operati... | [
"Compliance With Laws",
"Severability",
"Payments",
"Assignments"
] |
Governing Laws | This Release shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without regard to the application of the principles of conflicts of laws. | [
"Governing Laws",
"Authority",
"Costs",
"Agreements"
] |
Governing Laws | This Agreement is governed by the laws of the state of Delaware without application of the conflict of law provisions thereof. If any dispute arising out of or relating to this Agreement or the Plan, or the breach thereof, cannot be settled through negotiation, the parties agree first to try in good faith to settle suc... | [
"Governing Laws",
"Compliance With Laws",
"Effective Dates",
"Books"
] |
Remedies | The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequa... | [
"Remedies",
"Death",
"Indemnity",
"Duties"
] |
Capitalization | The Company has the following authorized capitalization: 110,000,000 shares of Common Stock and 40,000,000 shares of preferred stock, par value $0.001 per share; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not ... | [
"Capitalization",
"Terms",
"Vacations",
"Subsidiaries"
] |
Effective Dates | The provisions set forth in Section 17 will come into effect on the later of the Applicable Compliance Date and the date of this Master Confirmation. | [
"Effective Dates",
"Erisa",
"Records",
"Powers"
] |
Entire Agreements | This Agreement (together with the Exhibits, Schedules and the documents referenced herein) sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements (including her prior employment agreement dated March 14, 2018), arrangements and underst... | [
"Entire Agreements",
"Erisa",
"Vesting",
"Survival"
] |
Subsidiaries | Schedule 4.14 sets forth the name of, the ownership interest of the applicable Loan Party in, the jurisdiction of incorporation or organization of, and the type of each Subsidiary of the Borrower and the other Loan Parties and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of the Closing Da... | [
"Subsidiaries",
"Waivers",
"Taxes",
"Remedies"
] |
Governing Laws | THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. | [
"Governing Laws",
"Indemnity",
"Forfeitures",
"Terms"
] |
Non-Disparagement | Executive agrees not to directly or indirectly disparage or otherwise make any comment or statement that casts an unfavorable light upon the Company or any Affiliate, or any of their directors, officers, employees, representatives or agents. The Company agrees that it will use its best efforts to prevent any disparagem... | [
"Non-Disparagement",
"Waivers",
"Enforcements",
"Confidentiality"
] |
Expenses | Unless otherwise agreed to by Company in advance, Consultant shall be solely responsible for procuring and paying for and maintaining any computer equipment, software, paper, tools or supplies necessary or appropriate for the performance of Consult ant's services hereunder. Company, at its discretion, may reimburse rea... | [
"Expenses",
"Existence",
"Insurances",
"No Defaults"
] |
Base Salary | The Company shall continue to pay Executive his base salary through the Termination Date, in accordance with the Company’s normal payroll schedule and procedures for its employees and applicable law. | [
"Base Salary",
"Participations",
"Organizations",
"Enforcements"
] |
Definitions | Unless otherwise specified herein, each term used herein that is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each other similar reference, and each reference to “this Agreement” and each other simila... | [
"Definitions",
"Transactions With Affiliates",
"Adjustments",
"Construction"
] |
Defined Terms | For purposes of this Section 2.16, the term “Lender” includes each Issuing Bank and the term “applicable law” includes FATCA. | [
"Defined Terms",
"Counterparts",
"Transactions With Affiliates",
"Books"
] |
Sales | In the event the Company (or a shareholder, as described below) does not exercise the option to purchase Company Stock, as provided above, the individual shall have the right to sell, encumber, or otherwise dispose of the shares of Company Stock described in subsection (a) at the price and on the terms of the transfer ... | [
"Sales",
"Payments",
"Books",
"Enforceability"
] |
Closings | On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $10 million of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto execu... | [
"Closings",
"Representations",
"Titles",
"Duties"
] |
Brokers | Stream Capital Partners, LLC (“Seller’s Broker”) represents the Seller. Seller shall pay Seller’s Broker a fee at Closing pursuant to separate agreement. Purchaser and Seller represent and warrant to each other that, except for the Seller’s Broker and Purchaser’s Broker listed above, there are no brokers connected with... | [
"Brokers",
"Assignments",
"Base Salary",
"Use Of Proceeds"
] |
Cooperation | If the Participant resides or is employed outside of the United States, the Participant agrees, as a condition of the grant of the RSUs, to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of Shares ac... | [
"Cooperation",
"Venues",
"Employment",
"Brokers"
] |
Expenses | Except as otherwise provided in this Agreement, all Expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement will be paid by the party incurring such Expenses, whether or not the Merger is consummated. Notwithstanding the foregoing, if this Agreement is terminated pursuant... | [
"Expenses",
"Titles",
"Withholdings",
"Transactions With Affiliates"
] |
Duties | The Employee will report directly to the Chief Executive Officer and shall be responsible for the reasonable duties of a Chief Financial Officer, including but not limited to, the following: leading, managing and directing financial planning, forecasting and budgeting, audit, regulatory filings and compliance, finance ... | [
"Duties",
"Use Of Proceeds",
"Insurances",
"Enforcements"
] |
Confidentiality | The Purchaser, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending on the date that the Preferred Shares are no longer outs... | [
"Confidentiality",
"Brokers",
"Financial Statements",
"Submission To Jurisdiction"
] |
Integration | This Agreement constitutes the entire agreement between the parties with respect to compensation, severance pay, benefits and accelerated vesting and supersedes in all respects all prior agreements between the parties concerning such subject matter, including without limitation any prior offer letter or discussions rel... | [
"Integration",
"Anti-Corruption Laws",
"Arbitration",
"Payments"
] |
Withholdings | All payments and benefits payable pursuant to this Agreement shall be subject to reduction by all applicable withholding, social security and other federal, state and local taxes and deductions. | [
"Withholdings",
"Powers",
"Headings",
"Non-Disparagement"
] |
Binding Effects | This Release shall be binding upon the Company and upon Employee and Employee’s heirs, administrators, representatives, executors, successors and assigns and the Company’s representatives, successors and assigns. In the event of Employee’s death, this Release shall operate in favor of Employee’s estate and all payments... | [
"Binding Effects",
"Authority",
"Miscellaneous",
"Notices"
] |
Assignments | The rights and interests of the Participant under this Grant Letter may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. The rights and protections of the Company hereunder shall extend to any successors ... | [
"Assignments",
"Existence",
"General",
"Forfeitures"
] |
Assignments | Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be null and void. | [
"Assignments",
"Capitalization",
"Modifications",
"Taxes"
] |
Terms | The Company agrees to employ Executive and Executive agrees to accept employment with the Company for a term (the “ Term ”) commencing on the date hereof and continuing through the one year anniversary of this Agreement, unless earlier terminated pursuant to Section 6 below. At the end of the initial Term or any renewa... | [
"Terms",
"Further Assurances",
"Forfeitures",
"Submission To Jurisdiction"
] |
Terminations | The RSUs are intended to align your long-term interests with the long-term interests of the Company. If you engage in certain activities discussed below, either during employment with the Company or after such employment terminates for any reason, the Company may terminate any outstanding, unexpired or unpaid RSUs (“ T... | [
"Terminations",
"Insurances",
"Compliance With Laws",
"Consents"
] |
Indemnifications | Except as otherwise provided in Sections 4.5 and 7.5, if the Company is required by law to make any payment to a Governmental Entity that is specifically attributable to a Member or a Member’s status as such (including federal withholding taxes, state personal property taxes, and state unincorporated business taxes), t... | [
"Indemnifications",
"Benefits",
"Compliance With Laws",
"Duties"
] |
Survival | Each provision of this Agreement which establishes rights and/or obligations which are intended to be enforceable after termination of this Agreement (including, without limitation, Sections 9.4 and 9.6) shall survive the termination of this Agreement and shall be binding upon the Parties for such period of time as may... | [
"Survival",
"Benefits",
"Survival",
"Vacations"
] |
Binding Effects | Each Transaction Document to which Santander Consumer is a party constitutes the legal, valid and binding obligation of Santander Consumer enforceable against Santander Consumer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, r... | [
"Binding Effects",
"Titles",
"Applicable Laws",
"Financial Statements"
] |
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