provision stringlengths 1 14.2k | label stringlengths 1 74 |
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On the Closing Date, (a) each Purchaser shall pay to the Company its Shares Purchase Price in United States dollars and in immediately available funds, by wire transfer to the Company’s account as set forth in instructions previously delivered to each Purchaser, (b) the Company shall irrevocably instruct the Transfer A... | payments |
Following a Qualifying Transaction, Certificates issued for Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof) except for the legend set forth in Section 2.4(c), if applicable: (i) while a registration statement (including the Registration Statement) coverin... | legend removal |
Grantor shall pay promptly when due all premiums for such insurance and deliver to the Bank, upon request, receipts showing such payment. | insurances |
No Grantor will change its name, organizational identification number, jurisdiction of organization or organizational identity; provided, that any Grantor may change its name upon at least 10 days prior written notice to Agent of such change. | names |
Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance with Section 10 hereof. | transferability |
To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Com... | erisa |
The Company shall reimburse Employee for all reasonable and necessary expenses incurred in carrying out his duties under this Agreement, subject to compliance with the Company’s reasonable policies relating to expense reimbursement. | expenses |
The Executive may voluntarily terminate her employment for any reason and such termination shall take effect 30 days after the receipt by Company of the Notice of Termination. | voluntary termination by executive |
Payments to Tatum should be made within 30 days of receipt of invoice by electronic transfer in accordance with the instructions set forth below or such alternative instructions as provided by Tatum from time to time. | payment terms |
Therefore, Licensee shall pay to Licensor an additional One Hundred Seventy Nine Thousand One hundred Thirty-one Dollars ($179,131) pursuant to the terms listed in Schedule 2 , attached hereto and incorporated by reference herein. | advance payments |
Beginning in 2018, the Executive will be eligible participate in all Company long-term equity incentive programs extended to senior executives of the Company generally at levels commensurate with the Executive’s position, which participation and levels shall be determined by the Board (or a committee thereof) in its so... | equity awards |
If after the date hereof, and subject to the provisions of Section 4.5 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of Common Stock or other similar event, then, on the effective date of such consolidation, combination, re... | aggregation of shares |
The Revolving Loans may consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as the Borrower may request. | revolving loans |
Everi has not made, nor does it make any promises or warranties (express or implied) with regard to the tax consequences, if any, of the Settlement Payments. | taxes |
The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. | consent to electronic delivery |
Upon such termination, the Secured Party, at the request and at the expense of the Company, will join in executing any releases with respect to the Security Interest granted hereunder, and any termination statement with respect to any financing statement executed and filed pursuant to this Agreement. | term of agreement |
In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that a... | disclosures |
To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. | non-public information |
The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the prior consent of the Issuer and the Servicer or (C) as required by applicable ... | use of issuer pii |
Buyer may terminate the servicing of any Purchased Mortgage Loan or Underlying REO Property with the then existing servicer in accordance with Section 17(e) hereof. | servicing |
Deductibles in excess of $25,000 shall be subject to review and approval by the Lenders. | commercial general liability insurance |
Solely for purposes of this clause (f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. | fatca |
In consideration of the Company’s engagement of McManus during the Consulting Term, the Parties agree that the non-solicitation covenant contained in the McManus Offer Letter is incorporated herein by reference and that such non-solicitation covenant will continue in full force and effect during the Consulting Term and... | non-solicitation |
In the event that Indemnitor controls the defense of any Claim by a third party, then Indemnitee shall make available to Indemnitor any documents and materials in Indemnitee’s possession or control that are reasonably necessary to the defense of such Claim. | defense of third party claims |
Seller has all material Authorizations of all U.S. | compliance |
This Award is a stock-settled award based on achievement of performance goals and objectives set forth in this Agreement, which at the Target level of performance shall entitle the Participant to %%TOTAL_SHARES_GRANTED%-% units (“ Units ”), each of which shall represent the right to receive a share of Common Stock. | performance awards |
The parties hereby irrevocably consent and submit to the jurisdiction of the federal and state courts located within the state of Michigan in any matter arising out of or in connection with, this Agreement. | governing laws |
The Buyer may assign its rights or obligations under this Agreement to any affiliate, to any lender as collateral security or to any purchaser of all or any portion of the Business. | miscellaneous |
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to ex... | assignors |
Should Lender receive, for application against the Guaranteed Obligations, any dividend or payment which is otherwise payable to Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then, upon payment to Lender in full of the Guaranteed Obligations, Guarantor s... | claims in bankruptcy |
If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his or her authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c... | termination generally |
114-74) (the “ Tax Matters Partner ”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. | tax matters |
If applicable Law does not require or permit SpinCo or a SpinCo Entity, as the case may be, to close its taxable year on the Distribution Date, then the allocation of income or deductions required to determine any Taxes or other amounts attributable to the portion of the Straddle Period ending on, or beginning after, t... | straddle period tax allocation |
This Agreement is not a contract of employment. | no contract of employment |
The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options or the settlement of restricted stock units or performance share units under the Company’s stock option plans, the issuance of shares of Common... | capitalization |
For example, if the applicable Holder Redemption Amount is $100,000 and the Stock Payment Price would be $0.25 per share but for the provisions of this Agreement, then the Company shall issue 285,715 shares of common stock to the Holder and pay to the Holder an amount in cash equal to $28,571.43. | agreements |
Each of the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. | change of address |
The Administrator shall determine the validity of the claim and communicate a decision to the claimant promptly and, in any event, not later than ninety (90) days after the date of the claim. | claims procedures |
This Third Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. | counterparts |
Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code S... | general |
Upon the appointment of the New Independent Director (as defined below), the Company agrees to cause the Company’s Board of Directors (the “Board”) to increase the number of members of the Board by one (1), so that the size of the Board will be set at nine (9) members. | size of the board |
Notwithstanding the foregoing, no Irish Borrower shall use proceeds of Revolving Loans to subscribe for Equity Interests of any Person where such subscription would result in an Irish Borrower or a Subsidiary Guarantor organized under the laws of Ireland providing unlawful financial assistance within the meaning of Sec... | use of proceeds |
Any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of eco... | swap agreements |
46 - Consolidation of Variable Interest Entities: an interpretation of ARB No. | consolidation of variable interest entities |
The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. | disclosures |
All provisions of the Note Purchase Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. | effect of amendments |
Subject to the terms and conditions hereof, (a) each Term A Lender severally agrees to make, on the Closing Date, one or more term loans (each, a “ Closing Date Term A Loan ” to the Borrower in Dollars in an amount equal to such Term A Lender’s Closing Date Term A Commitments and (b) each Term B Lender severally agrees... | term commitments |
Seller shall pay the ALTA standard coverage portion of the premium for the Title Policy, without endorsements, and one half of the Escrow fee, if any. | sellers |
The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. | right of setoff |
The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. | authorized shares |
The applicable Seller Party has full right to sell or pledge, as applicable, the Transaction Mortgage Loan to Buyers free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreem... | ownership |
Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts. | governing laws |
The outstanding principal balance and accrued but unpaid interest thereon may be converted into shares of Common Stock (the “Convertible Note Shares”) by the registered holder of the Convertible Note at an initial conversion price of $0.10 per share (subject to adjustment as provided in the Convertible Note) in whole o... | conversion rights |
Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. | notices |
The Facility Fee shall accrue at all times from the Closing Date until the Latest Maturity Date of all Classes of Revolving Credit Commitments under the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears... | facility fees |
Subject to the provisions of Section 12.05 and 3.03 , additional Persons may be admitted to the Partnership as General Partners or Limited Partners, only to the extent that, and on such terms and conditions as, the General Partner shall consent at the time of such admission or issuance. | additional partners |
Payment or settlement, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash, shares of Stock or other securities or any combination thereof as the Committee determines. | other stock-based awards |
Any Borrower may, upon notice to the Administrative Agent (a “ Prepayment Notice ”) no later than 11:00 a.m. (New York City time) on the Business Day of the proposed date of the prepayment in the case of Alternate Base Rate Advances of any Class and on the third Business Day prior to the proposed date of the prepayment... | prepayments of advances |
The Seller is the sole decision maker concerning the sale of the Shares and has the sole power and authority to sell the Shares. | ownership |
Each Lender, by delivering its signature page to this Agreement or an Assignment and Assumption shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Administrative Agent, Required Lenders or Lenders, as applicable, on t... | non-reliance |
All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Letter, taken as a whole is true and correct and does not contain any untrue statement of a material... | disclosures |
Notwithstanding anything to the contrary in the Award Notice or this Agreement, if Optionee experiences a Termination of Relationship by reason of the Company’s termination of Optionee’s employment for Cause, then the Option, whether or not vested, shall terminate immediately upon such Termination of Relationship and s... | termination by company for cause |
49079 (2001)) or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such Person. | foreign assets control regulations |
If the Company shall fail, for any reason or for no reason, on or prior to the Share Delivery Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder (or its designee) a certificate for the number of Warrant Shares to which th... | company’s failure to timely deliver securities |
This Agreement shall be construed and enforced in accordance with the laws of the State of California, without application of any law, rule or judicial precedent thereof that would require application of the laws of any other jurisdiction. | governing laws |
None of the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Lease and Leased Vehicle is required to be reallocated under this Section 3.3. | investigation of breach |
No oral waiver, amendment or modification will be effective under any circumstances whatsoever. | entire agreements |
No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. | cusip numbers |
The Investor acknowledges that it has had an opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and its subsidiaries, including an opportunity to ask such questions of management (for which it has received such answers) and to review such informat... | no reliance |
Executive agrees that, unless it is in the context of an EEOC or other civil rights or other government enforcement agency investigation or proceeding, Executive will make no critical, disparaging or defamatory comments regarding the performance of Employer’s business or the business reputation of the Employer or of an... | non-disparagement |
The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or an Award Agreement in such manner and to such extent as the Committee deems necessary or appropriate. | authority of the committees |
The Company does not control, nor has it controlled, directly or indirectly, nor does the Company have, nor has it had, any direct or indirect equity participation or similar interest, in any Person. | subsidiaries |
To the extent permitted by applicable law, the Borrower shall not assert and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, t... | waiver of damages |
In accordance with Section 13(a) of the Plan, if the Executive’s employment is terminated by the Combined Group and its Affiliates other than for Cause upon or within 12 months following a Change in Control, the Restrictions shall lapse as to 100% of the MTE RSUs and the MTE RSUs shall fully vest on the date of termina... | termination after change in control |
Any such prepayment received by the Lender after 3:00 p.m. (New York City time) on such Optional Prepayment Date shall be applied by the Lender on the following Business Day. | optional prepayments |
If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the requesting Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set f... | failure to satisfy conditions precedent |
The Company will reimburse Investor for legal and due diligence fees in the sum of $35,000 within three (3) Business Days following the execution of the term sheet in connection with this Transaction. | fees |
(collectively, this “ Agreement ”), among M/I HOMES, INC., an Ohio corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”) , and PNC BANK, NATIONAL ASSOCIATION, as Swingline Lender, an Issuing Lender and Administrative ... | agreements |
The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days' written notice thereof to each Lender, the Collateral Agent and the Borrower and may be removed at any time with cause by the Lenders ac... | successor administrative agents |
The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes, as approved by the Board of Directors. | use of proceeds |
Except for the claims and interests of the Issuer and the Secured Party in the Accounts, the Securities Intermediary does not know of any claim to, or interest in, the Accounts or in any financial asset credited thereto. | notice of adverse claims |
In the event any provision of this Separation Agreement shall be found unenforceable, the unenforceable provision shall be deemed deleted and the validity and enforceability of the remaining provisions shall not be affected thereby. | severability |
This Agreement constitutes the entire agreement and understanding between you and the Company concerning the compensation to be paid to you and all of the terms and conditions of your employment and supersedes all prior agreements concerning same, whether written or oral, except as specifically set forth herein. | miscellaneous |
In the event that Associate chooses to resign his employment, Benefitfocus requests fourteen (14) days written notice to Benefitfocus. | terminations |
Schedule 3.11(b) is a complete and correct list of each Lien securing Indebtedness of any Person outstanding on the Effective Date covering any property of the Parent, the Borrower or any of their respective Subsidiaries, and the aggregate principal amount of such Indebtedness secured (or that may be secured) by each s... | liens |
You should note that the Stock Option is subject to section 257 of the SFA and you will not be able to make any subsequent sale of the shares of Stock in Singapore, or any offer of such subsequent sale of the shares of Stock subject to the Stock Options in Singapore, unless such sale or offer in is made (i) after six m... | private placements |
Any such payment shall be made at the time the payment would have been made had there been no termination of employment. | eip award |
You will be a participant in the Company’s Executive Severance Plan. | severance pay |
The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of th... | non-waiver of rights |
Notwithstanding anything to the contrary contained in the Lease, the Right of Offer shall inure solely to the benefit of the Tenant originally named herein (i.e., Achillion Pharmaceuticals, Inc.) and not to the benefit of any of the Tenant’s successors or assigns, whether or not permitted by Landlord. | limitations |
The Plan was originally effective as of October 1, 2006, was amended and restated as of November 16, 2012, and is hereby amended and restated as of November 15, 2018. | purposes |
Any such increase will not be effective until the 61 st day after such notice is delivered to Borrower. | holder’s conversion limitations |
Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pu... | reallocation of payments |
Dollars and in immediately available funds not later than 11:00 a.m. on the date specified herein. | general |
Seller and Buyer shall consult with each other with regard to all press releases and other announcements issued after the date of execution of this Agreement and prior to the Initial Closing concerning this Agreement or the Transaction. | announcements |
This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. | effect on credit documents |
This Warrant and any Proceeding arising out of or based upon this Warrant shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would caus... | governing laws |
Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 11.10 . | withholding tax |
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 February 28, 2019; provided... | terminations |
The obligation of each Bank to so reimburse the Issuing Lenders shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. | participations |
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