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Successors | The obligations and rights of the Company under this Agreement shall be binding upon and inure to the benefit of the Company and any successor corporation or organization resulting from the merger, consolidation, sale, or other reorganization of the Company, or upon any successor corporation or organization succeeding ... | [
"Successors",
"Effective Dates",
"Forfeitures",
"Solvency"
] |
Notices | All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by reputa... | [
"Notices",
"Cooperation",
"Taxes",
"Qualifications"
] |
Notices | Promptly upon a Responsible Officer of the Company becoming aware thereof, the Company will give notice to the Administrative Agent of the occurrence of any Default or Event of Default. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurr... | [
"Notices",
"Insurances",
"Construction",
"Fees"
] |
Litigations | There is no material action, suit, proceeding at law or in equity, arbitration or administrative or other proceeding, or any investigation or audit, by, before or against any Governmental Entity or any other Person (each an “ Action ”), pending, or, to the Knowledge of Seller, threatened, against Seller in respect of t... | [
"Litigations",
"Consent To Jurisdiction",
"Powers",
"Qualifications"
] |
Insurances | Borrower shall, and shall cause each Credit Party to, keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Agent... | [
"Insurances",
"Assigns",
"Costs",
"Indemnifications"
] |
Benefits | As a regular employee of the Company you will be eligible to participate in a number of Company-sponsored benefits, which are described in the employee benefit summary enclosed with this letter. In addition to Company holidays, you will be entitled to 20 days of Paid Time-Off (PTO). | [
"Benefits",
"Consents",
"Records",
"Interpretations"
] |
Compliance With Laws | Except for the Buyer’s delinquent periodic reports required to be filed with the SEC, (i) neither the Buyer nor subsidiaries of the Buyer nor, to the Knowledge of the Buyer, any officer, manager or employee of the Buyer, in such capacity, has received notice from any Governmental Entity of, or to the Knowledge of the B... | [
"Compliance With Laws",
"Venues",
"Assignments",
"General"
] |
Governing Laws | This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the Commonwealth of Massachusetts without reference to the principles of conflicts of law of the Commonwealth of Massachusetts or any other jurisdiction, a... | [
"Governing Laws",
"Terms",
"Authorizations",
"Waiver Of Jury Trials"
] |
Binding Effects | This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement. | [
"Binding Effects",
"Capitalization",
"Survival",
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] |
Waiver Of Jury Trials | EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASERS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY AND FOR ANY COUNTERCLAIM THEREIN. | [
"Waiver Of Jury Trials",
"Solvency",
"Qualifications",
"Erisa"
] |
Terminations | This Agreement will terminate upon expiration of the Term, unless extended in writing by the Parties or terminated in accordance with this Section 7. Either Party may terminate this Agreement for breach by the other Party of a material provision by providing the other Party with a written notice that describes the brea... | [
"Terminations",
"Jurisdictions",
"Integration",
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] |
Base Salary | The base salary for the Executive shall be Three Hundred Sixty Thousand dollars per year, or such other rate as the Board may designate from time to time (the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to withh... | [
"Base Salary",
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"Forfeitures",
"Solvency"
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Expenses | The payment of all fees, expenses and other amounts due and payable under each Loan Document or set forth on Schedule 5.28 of the Disclosure Letter. | [
"Expenses",
"Defined Terms",
"Death",
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] |
Notices | All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by rep... | [
"Notices",
"Employment",
"Capitalization",
"Brokers"
] |
Counterparts | This 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. | [
"Counterparts",
"Duties",
"Definitions",
"Sales"
] |
Severability | If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included her... | [
"Severability",
"Definitions",
"Headings",
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] |
Definitions | Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ Sale and S... | [
"Definitions",
"Anti-Corruption Laws",
"Terminations",
"Liens"
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Confidentiality | Each Party shall keep any confidential or proprietary information of the other Party acquired pursuant to or in connection with this Agreement strictly confidential. | [
"Confidentiality",
"Terminations",
"Modifications",
"Litigations"
] |
Enforceability | The Borrower has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment in accordance with its terms. This Amendment has been duly executed and delivered by duly authorized officers of the Borrower and constitutes the ... | [
"Enforceability",
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"Survival",
"Construction"
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Entire Agreements | This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject hereof and supersede all prior agreements and understandings, whether written or oral, among the parties with respect thereto and shall specifically supersede that certain Change in Control Agreeme... | [
"Entire Agreements",
"Notices",
"Adjustments",
"Venues"
] |
Interests | Tenant acknowledges that late payment by Tenant of any Rent will cause Landlord to incur administrative costs not contemplated by this Lease, the exact amount of which is extremely difficult and impracticable to ascertain based on the facts and circumstances pertaining as of the Lease Date. Accordingly, if any Rent is ... | [
"Interests",
"Defined Terms",
"Interpretations",
"Non-Disparagement"
] |
Entire Agreements | This Agreement contains all of the covenants, conditions and agreements between the parties and shall supersede all prior correspondence, agreements and understandings, both oral and written, with respect to the termination of the Lease. | [
"Entire Agreements",
"Existence",
"Sanctions",
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] |
Severability | If any provision of this Agreement is adjudged to be invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of this Agreement, and the provision shall be reformed to the fullest extent possible or if reformation of suc... | [
"Severability",
"Enforcements",
"Assignments",
"Warranties"
] |
Compliance With Laws | Notwithstanding anything else in the Agreement, you will not be entitled to, and shall not claim, any benefit under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation ... | [
"Compliance With Laws",
"Approvals",
"Headings",
"Consent To Jurisdiction"
] |
No Waivers | No right or remedy herein conferred upon or reserved to Sublessor is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. Any notice or cure period pro... | [
"No Waivers",
"Cooperation",
"Applicable Laws",
"Disclosures"
] |
Entire Agreements | All understandings and agreements heretofore had between Seller and Purchaser with respect to the Property are merged in this Agreement (which shall be deemed to include any Exhibits to this Agreement and the Company Disclosure Letter), which alone fully and completely expresses the agreement of the parties. | [
"Entire Agreements",
"Integration",
"Duties",
"Representations"
] |
Headings | The headings and captions in this Agreement have been inserted for convenience of reference only and shall not define or limit any of the terms and provisions hereof. | [
"Headings",
"General",
"Withholdings",
"Brokers"
] |
Headings | The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control. | [
"Headings",
"Duties",
"Vacations",
"Remedies"
] |
Base Salary | For services rendered under this Employment Agreement, the Company will pay the Employee a base annual salary of $365,000 (such applicable annual rate referred to herein as the “ Base Salary ”). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other de... | [
"Base Salary",
"Indemnity",
"Base Salary",
"Powers"
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Entire Agreements | This Agreement contains the entire agreement between the Parties and supersedes all prior agreement Parts, understandings and writings between the Parties with respect to the subject matter hereof. Each party hereto acknowledges that no representations, inducements, promises or agreements, verbal or otherwise, have bee... | [
"Entire Agreements",
"Arbitration",
"Existence",
"No Defaults"
] |
Participations | Lender may sell, transfer or assign all or any portion of its interest or one or more participation interests in the Loan, the Loan Documents, the Guaranty, if any, and the Environmental Indemnity at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lende... | [
"Participations",
"Litigations",
"Compliance With Laws",
"Non-Disparagement"
] |
Arbitration | Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. | [
"Arbitration",
"Enforceability",
"Financial Statements",
"Counterparts"
] |
Disclosures | Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agent or counsel with any information that it believes constitutes or might constitute ... | [
"Disclosures",
"General",
"Definitions",
"Payments"
] |
Existence | Do all things necessary to maintain its existence, to preserve and keep in full force and effect its rights and franchises necessary to continue its business, and comply in all material respects with all applicable laws, regulations and ordinances. | [
"Existence",
"Approvals",
"Governing Laws",
"Arbitration"
] |
Notices | Any notice required to be given pursuant to this Agreement must be in writing and will be deemed effectively given to the other Party on (i) the date it is actually delivered by personal delivery of such notice in person; (ii) one day after deposit in the custody of a reputable overnight courier service (such as FedEx)... | [
"Notices",
"Capitalization",
"Defined Terms",
"Subsidiaries"
] |
Erisa | (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which when taken together with all other ERISA Events that have occurred has resulted or would reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expira... | [
"Erisa",
"Forfeitures",
"Withholdings",
"Waivers"
] |
Counterparts | This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one agreement. Counterparts may be transmitted and/or signed by facsimile or electronic mail. The effectiveness of any such documents and signatures shall have the same force and... | [
"Counterparts",
"Costs",
"Adjustments",
"Consents"
] |
Death | If the Executive shall die during the Employment Period, this Agreement shall terminate on the date of the Executive's death and the Company shall have no further obligation to the Executive hereunder except for the payment to the Executive's estate of (i) the portion of the Base Salary for periods prior to the effecti... | [
"Death",
"No Defaults",
"Costs",
"Effectiveness"
] |
Authority | Tenant represents and warrants that (i) Tenant is a duly formed, authorized and existing corporation, limited liability company, partnership, trust, or other form of entity (as the case may be), (ii) Tenant is qualified to do business in California, (iii) Tenant has the full right and authority to enter into this Lease... | [
"Authority",
"Solvency",
"Definitions",
"Modifications"
] |
Expenses | Until the Company has a revenue stream or as may otherwise be determined in the Business Plan, each Founder shall be responsible for fifty percent (50%) of the expenses of the Company, including the incorporation costs and associated legal fees. | [
"Expenses",
"Titles",
"Sanctions",
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] |
Death | In the case of the Team Member’s death prior to the Team Member’s termination of Service, any outstanding unvested RSUs shall vest in full as of the date of the Team Member’s death. | [
"Death",
"Amendments",
"Survival",
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Closings | Provided the conditions set forth in Section 4 have been met, the closing (“Closing”) of the transactions described in this Agreement will occur on or before May 15, 2019 or such other date as the Parties agree. The Closing shall take place at such date and time as Liberated has delivered the Purchase Price to the Shar... | [
"Closings",
"Headings",
"Agreements",
"Releases"
] |
Use Of Proceeds | The Borrower will use the proceeds of the Loans solely for the purposes set forth in Section 9.10. The Borrower shall not, directly or indirectly, use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities ... | [
"Use Of Proceeds",
"Successors",
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"Intellectual Property"
] |
Successors | This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders' prior written consent and any prohibited assignment shall be absolutely void ab initio. No cons... | [
"Successors",
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"Indemnifications",
"Waivers"
] |
Miscellaneous | No provision of this Article shall (a) affect (i) the enforcement of, or (ii) the personal liability of and recourse against any guarantor or indemnitor (including without limitation, Guarantor) and the assets of any such guarantor and indemnitor for all liabilities and obligations under the Guaranty, the Environmental... | [
"Miscellaneous",
"No Defaults",
"Existence",
"Interpretations"
] |
Severability | Each of the rights and remedies enumerated in Section 6 (c) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. The Executive hereby acknowledges and agrees that the covenants provided for pursuant to Section 6 are... | [
"Severability",
"Costs",
"Severability",
"Compliance With Laws"
] |
Compliance With Laws | To the best of its knowledge, the Company has complied with all statutes and regulations applicable to its business, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of the Company or except to the extent that noncompliance woul... | [
"Compliance With Laws",
"Records",
"Remedies",
"Expenses"
] |
Survival | The provisions of this Agreement that may be reasonably interpreted as surviving expiration or termination of this Agreement, including Sections 7, 8, 11, 12, 13, 14, 15, 16, 17, 18, 23, 24, 25 and 26, and shall continue in effect after expiration or termination of this Agreement. No termination of this Agreement by e... | [
"Survival",
"Successors",
"Positions",
"Forfeitures"
] |
Change In Control | All prior change in control severance agreements to which Executive and Employer and/or ECC are parties are hereby terminated and of no further force and effect. In the event of a “Change in Control,” the rights and obligations of Executive and Employer are set forth in the separate Change in Control Agreement executed... | [
"Change In Control",
"Submission To Jurisdiction",
"Consents",
"Records"
] |
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 Agent and when the Agent shall have been notified by each Initial Lender that such Initial L... | [
"Binding Effects",
"Further Assurances",
"Defined Terms",
"Liens"
] |
Entire Agreements | This Agreement constitutes the complete understanding between and among OCLN and Auctus and supersedes all prior agreements and understandings, oral or written, between the Parties hereto, including but not limited to the Purchase Agreements and the Notes. No other promises or agreements, either express or implied, sha... | [
"Entire Agreements",
"Existence",
"Survival",
"Taxes"
] |
Insurances | The Receivable requires the Obligor to have physical damage insurance covering the Financed Vehicle. | [
"Insurances",
"Approvals",
"Qualifications",
"Capitalization"
] |
Vesting | Subject to the provisions of the Plan and this Agreement, the RSUs shall vest and become payable in Shares in accordance with the vesting schedule specified on the last page of this agreement. | [
"Vesting",
"Closings",
"Participations",
"Releases"
] |
No Conflicts | Neither the execution and delivery of this Agreement by Seller, nor the consummation by Seller of the Transactions, will conflict with, result in a termination of, contravene or constitute a default under, or be an event that with the giving of notice or passage of time or both will become a default under, or give to a... | [
"No Conflicts",
"Venues",
"No Waivers",
"Releases"
] |
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",
"Successors",
"Qualifications",
"Indemnifications"
] |
Litigations | There is no action pending or, to the Independent Fiduciary’s Knowledge, threatened against the Independent Fiduciary that in any manner challenges or seeks to prevent, enjoin or materially alter or delay the transactions contemplated by this Commitment Agreement or that could reasonably be expected to materially impai... | [
"Litigations",
"Applicable Laws",
"Cooperation",
"Enforceability"
] |
Expenses | Upon written request by any Indemnified Party, Borrower shall defend the Indemnified Party(ies) (if requested by any Indemnified Party, in the name of the Indemnified Party) against any claim for which indemnification is required hereunder, by attorneys and other professionals approved by Agent. Notwithstanding the for... | [
"Expenses",
"Survival",
"Titles",
"Taxes"
] |
Terms | The Series B Preferred Stock shall have perpetual term unless converted in accordance with Section 5. | [
"Terms",
"Representations",
"Existence",
"Duties"
] |
Effectiveness | This Second Restatement Agreement and the Second Amended and Restated Credit Agreement shall become effective on the date (such date, the “ Second Restatement Effective Date ”) that (a) the Administrative Agent shall have received a counterpart signature page of this Second Restatement Agreement signed on behalf of eac... | [
"Effectiveness",
"Compliance With Laws",
"Enforceability",
"Assigns"
] |
Terms | The term of employment under this Agreement shall be for the period beginning on the Commencement Date and ending on the close of business on January 4, 2021 (the “Term”), or such earlier date upon which the Executive’s employment is terminated by either Party in accordance with the provisions of this Agreement. | [
"Terms",
"Use Of Proceeds",
"Enforcements",
"Warranties"
] |
Compliance With Laws | The Purchaser is not in violation of, has not violated, and is neither under investigation with respect to has have been threatened to be charged with or given notice of any violation or alleged violation of, any Law, or judgment, order or decree entered by any court, arbitrator or Authority, domestic or foreign, nor i... | [
"Compliance With Laws",
"Amendments",
"Tax Withholdings",
"Submission To Jurisdiction"
] |
Survival | Each party’s obligations under this Section 3.2 shall survive the resignation or replacement of Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. | [
"Survival",
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"Intellectual Property",
"Erisa"
] |
Entire Agreements | This Agreement represents the entire understanding of both you and the Bank with respect to the subject matter hereof and supersedes all prior understandings, written, or oral. For purposes of clarity, the Resignation, Separation Agreement and Full and Final Release of Claims entered into between Berkshire Hills Banco... | [
"Entire Agreements",
"Specific Performance",
"Books",
"Anti-Corruption Laws"
] |
Payments | Except as provided in Section 9.3 of the Plan, upon the Participant’s Payment Date, any amounts payable under the Plan shall be paid in a lump sum or in substantially equal annual installments over the Installment Payment Period, in accordance with the Participant’s Distribution Election or Change Election, as applicab... | [
"Payments",
"Terminations",
"Sanctions",
"Brokers"
] |
Duties | During the Term until the Specified Expiration Date, the Executive shall continue to (i) serve as the Chief Financial Officer of Lazard and Lazard Group, with such authority, duties and responsibilities as are consistent with the authority, duties and responsibilities exercised by the Executive on the date hereof, (ii)... | [
"Duties",
"Transactions With Affiliates",
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Compliance With Laws | Comply in all respects with all applicable Laws with respect to it, the Pool Receivables and each of the related Contracts. | [
"Compliance With Laws",
"Organizations",
"Severability",
"Definitions"
] |
Publicity | The Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, ... | [
"Publicity",
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"Headings",
"Interpretations"
] |
Entire Agreements | This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereto. | [
"Entire Agreements",
"Binding Effects",
"Publicity",
"Interpretations"
] |
Governing Laws | The laws of the State of Maryland shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. | [
"Governing Laws",
"Miscellaneous",
"Brokers",
"Amendments"
] |
Governing Laws | The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware. | [
"Governing Laws",
"Entire Agreements",
"Representations",
"Organizations"
] |
Governing Laws | The Plan shall be construed in accordance with and governed by the laws of Delaware, without regard to principles of conflict of laws. | [
"Governing Laws",
"Qualifications",
"Further Assurances",
"Venues"
] |
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",
"Remedies",
"Change In Control",
"Headings"
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No Conflicts | Employee represents and warrants to the Company that, to the best of his knowledge, Employee is under no duty (whether contractual, fiduciary, or otherwise) that would prevent, restrict, or limit Employee from fully performing all duties and services for the Company, and the performance of such duties and services shal... | [
"No Conflicts",
"Amendments",
"Binding Effects",
"Death"
] |
Severability | The provisions of this Agreement are severable. If any provision of this Agreement is held to be unenforceable or invalid by a court or other tribunal of competent jurisdiction, it shall be severed and shall not affect any other part of this Agreement, which will be enforced as permitted by law. Provided, however, that... | [
"Severability",
"Participations",
"Further Assurances",
"Liens"
] |
Interests | Principal and interest shall be repaid by Borrower to Lender as follows: The Borrower shall repay the principal amount of $50,000 on April 7, 2017; (the “ Maturity Date ”), the Borrower shall pay to the Lender the unpaid principal balance of the Loan, all accrued and unpaid interest thereon, and all other costs and amo... | [
"Interests",
"Insurances",
"Authorizations",
"Closings"
] |
Indemnity | Each Borrower shall indemnify Agent, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever ... | [
"Indemnity",
"Counterparts",
"Forfeitures",
"Insurances"
] |
Waiver Of Jury Trials | EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. | [
"Waiver Of Jury Trials",
"Anti-Corruption Laws",
"Survival",
"Severability"
] |
Disability | Policy ”), the unvested portion of the Restricted Stock Units (if any) will vest as of the termination date. | [
"Disability",
"Solvency",
"Assigns",
"Submission To Jurisdiction"
] |
Definitions | Each capitalized term which is defined in the Credit Agreement but which is not defined in this Amendment, shall have the meaning assigned to such term in the Credit Agreement. Unless otherwise indicated, all section references in this Amendment refer to sections of the Credit Agreement. | [
"Definitions",
"Books",
"Existence",
"Adjustments"
] |
Terms | Unless sooner terminated pursuant to Section 4 of this Agreement, and subject to the provisions of Section 5 and 6 hereof, the term of this Agreement (the “Term”) shall commence as of the date hereof and shall continue until December 31, 2021. Any employment of Executive by the Company following the expiration of the A... | [
"Terms",
"Subsidiaries",
"Sales",
"Payments"
] |
Organizations | The Administrator is a validly existing partnership in good standing under the laws of the State of Delaware and has full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement and each other Transactio... | [
"Organizations",
"Sanctions",
"No Defaults",
"Remedies"
] |
Terminations | (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. | [
"Terminations",
"Integration",
"Terms",
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] |
Survival | The provisions of Sections 7, 8, 9, 10, 13 and 17 of this Agreement shall survive any termination of this Agreement. | [
"Survival",
"Participations",
"Definitions",
"Costs"
] |
Notices | Borrower shall promptly notify, and shall cause each Subsidiary to promptly notify, Lender of (i) the occurrence of an Event of Default, or of any event that with notice or lapse of time or both would be an Event of Default, (ii) the commencement of any action, suit, or proceeding against Borrower or any Subsidiary tha... | [
"Notices",
"Indemnity",
"Waiver Of Jury Trials",
"Applicable Laws"
] |
Miscellaneous | Delivery of an executed signature page to this Agreement by facsimile shall be effective as delivery of a manually executed copy of this Agreement. | [
"Miscellaneous",
"Indemnifications",
"Successors",
"Sales"
] |
Notices | Any notices or demands required or contemplated hereunder shall be written and shall be effective two days after the placing thereof in the United States mails postage prepaid or with a nationally-recognized courier service such as Federal Express, addressed to the relevant party at its address set forth on the signatu... | [
"Notices",
"Entire Agreements",
"Authorizations",
"Disclosures"
] |
Effective Dates | This Agreement is effective on the eighth (8th) day after you sign it and without revocation by you (the “ Effective Date ”). | [
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"Participations",
"Payments",
"Enforcements"
] |
Compliance With Laws | The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Common Shares covered by this Agreement if the issuance thereof would result in viol... | [
"Compliance With Laws",
"Insurances",
"Change In Control",
"Sanctions"
] |
General | All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent for the account of the respect... | [
"General",
"Venues",
"Effectiveness",
"Expenses"
] |
Terms | All terms and conditions of the new 8th Avenue Stock Options will be included in the new Award Agreement, or referenced in the new Award Agreement and included in the 8th Avenue Plan. Note that the 8th Avenue Stock Options are not RSU awards and will be subject to different vesting and forfeiture provisions, which are ... | [
"Terms",
"Sales",
"Confidentiality",
"Fees"
] |
Organizations | Parent is a corporation duly formed, validly existing and in good standing under the laws of the State of New York. Subject to the limitations imposed on Parent as a result of having filed a petition for relief under the Bankruptcy Code, Parent has full power and authority to own, lease and operate its properties and a... | [
"Organizations",
"Expenses",
"Use Of Proceeds",
"Miscellaneous"
] |
Financial Statements | The Administrative Agent shall have received the consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 30, 2012, including balance sheet and income and cash flow statements, in each case, audited by independent public accountants of recognized national standing and pre... | [
"Financial Statements",
"Terminations",
"Compliance With Laws",
"Capitalization"
] |
No Waivers | No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any... | [
"No Waivers",
"Anti-Corruption Laws",
"Submission To Jurisdiction",
"Capitalization"
] |
Cooperation | After the Closing, each of Purchaser and Parent will (and will cause their respective Affiliates, which in the case of Parent includes Seller, to): (a) assist the other party in preparing and filing any Tax Returns which such other party is responsible for preparing and filing in accordance with this ARTICLE 12 ; (b) r... | [
"Cooperation",
"No Conflicts",
"Disability",
"Releases"
] |
General | During the term of this Agreement, if a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 5(c) upon the subsequent termination of your employment, provided that such termination occurs during the term of this Agreement and within the two (2) year period immediately followi... | [
"General",
"Terms",
"Modifications",
"Employment"
] |
Duties | Effective on April 15, 2019 or such other date selected by the Parties (the “ Effective Date ”), Executive will be employed as the Chief Executive Officer of the Company and will have all of the duties and responsibilities of that position. Executive will report to, and be subject to the direction of, the Company’s Boa... | [
"Duties",
"Fees",
"Vacations",
"Disclosures"
] |
Terms | The terms and conditions (including, without limitation, the exercise period of the Stock Appreciation Right, the vesting schedule applicable thereto and the impact of any termination of service on the Participant’s rights with respect to the Stock Appreciation Right) applicable with respect to (i) Stock Appreciation R... | [
"Terms",
"Consent To Jurisdiction",
"Disability",
"Liens"
] |
Vesting | As soon as reasonably practicable after the close of the Performance Cycle, the Committee shall determine the level of attainment of the Performance Measures and, based on such determination, the number of Performance Stock Units eligible for vesting shall be calculated. The Committee’s determination shall be conclusiv... | [
"Vesting",
"Change In Control",
"Powers",
"Assignments"
] |
Subsidiaries | Except as set forth in Disclosure Schedule 7.7, as of the Effective Date, no Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All of the issued and outstanding Equity Interests of each Credit Party (other than Initial Borrow... | [
"Subsidiaries",
"General",
"No Conflicts",
"Interests"
] |
Fees | No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). | [
"Fees",
"General",
"Disability",
"Submission To Jurisdiction"
] |
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