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This Agreement may be signed in any number of counterparts, each which shall an original and all which, taken together, constitute a single instrument. executed by facsimile or email ( i.e., PDF) signature such signatures effective as originals. | Counterparts |
For purposes of this Agreement and the other Loan Documents, following rules construction shall apply, unless specifically indicated to contrary: (a) wherever from context it appears appropriate, each term stated in either singular or plural include plural, pronouns masculine, feminine neuter gender neuter; (b) “or” is... | Construction |
Landlord and Tenant represent that, except for Avison Young, representing Landlord, the parties have not dealt with any real estate broker, sales person or finder in connection this Amendment, no other broker initiated participated negotiation of Amendment. agrees to indemnify hold harmless from against liabilities (in... | Brokers |
Any Lender may at any time, without the consent of, or notice to, Borrower Administrative Agent, sell participations to Person (other than a natural (or holding company, investment vehicle trust for, owned and operated for primary benefit Person), of Borrower’s Affiliates Subsidiaries) (each, “ Participant ”) in all po... | Participations |
No government authorization, consent, approval, license, exemption of or filing registration with any court governmental department, commission, board, bureau, agency instrumentality, domestic foreign, under applicable laws, rules regulations currently in effect, is will be necessary for, connection with, the transacti... | Consents |
As used in the Agreement (including Exhibits, Schedules and Annexes), following terms shall have meanings (such to be equally applicable both singular plural forms of defined). | Defined Terms |
(a) With respect to any owned real property or fixtures thereon, in each case with a purchase price fair market value at the time of acquisition least $ 2,000,000 7,500,000 , which Loan Party acquires ownership rights after Closing Date, promptly grant Collateral Agent for benefit Secured Parties, Lien record on all su... | Subsidiaries |
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark service marks, trade names, secrets, inventions, copyrights, licenses other intellectual property similar necessary required for use in connection with their respective businesses as described SEC Repor... | Intellectual Property |
The authorized capital of the Company consists 100 Shares Common Stock, par value $.00001, which a total shares are issued and outstanding (the " Issued Outstanding Stock ") has been duly authorized, issued, fully paid nonassessable, free clear all liens, charges, pledges, security interests, Encumbrances, right first ... | Capitalization |
Either party may cancel or terminate this Agreement by giving writing notice if the other (i) becomes insolvent, is subject of bankruptcy administration proceedings that are not dismissed within ninety (90) days filing makes an assignment for benefit creditors, (ii) materially breaches defaults on any such party’s obli... | Terminations |
It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease supersedes cancels any all previous negotiations, arrangements, brochures, understandings, if any, or displayed by Landlord to Tenant with respect subject matter thereof, none thereof shall be used interp... | Entire Agreements |
The Parties shall bear their own costs and attorneys’ fees incurred in connection with the Lawsuit, negotiation, preparation, review of this Agreement. However, event any action is brought to enforce terms Agreement, prevailing party such receive an award its reasonable that action. | Costs |
Employee shall report to the Board of Directors Company pursuant procedures set forth in Company’s Bylaws. agrees discharge such duties as may be delegated him from time-to-time by Company. The reserves right change or modify designation his at Company's discretion time-to-time. During term employment, unless an actual... | Duties |
Executive has been an employee of the Company since September 3, 2013. The and now agree to enter into this Agreement, upon terms conditions set forth herein for period beginning on January 1, 2016 ending as provided in paragraph 4 hereof (the " Employment Period "). parties that purposes calculating years service, Exe... | Employment |
Any notice to the Borrower or Lender hereunder shall be effective when delivered in accordance with provisions set forth Loan Agreement. | Notices |
Seller is a corporation duly incorporated, validly existing, and in good standing under the laws of State Nevada properly qualified to do business each state which it required be so qualified. Spin-off Subsidiary Malta, country | Organizations |
No provision of this Agreement may be waived, modified or discharged unless such waiver, modification discharge is agreed to in writing signed by Indemnitee and the Company. waiver either party hereto at any time breach other compliance with condition performed shall deemed a similar dissimilar provisions conditions sa... | Miscellaneous |
This Agreement may be executed in two or more counterparts (including, without limitation, facsimile counterparts), each of which shall deemed an original, but all together constitute one and the same agreement. | Counterparts |
Except as set forth in Section 6.2 of this Agreement, written document and all Schedules Exhibits hereto expresses the entire purchase agreement between Parties with respect to subject matter hereof supersedes any prior agreements or understandings concerning such matter. | Entire Agreements |
The proceeds of the Term Loan will be used for general partnership, corporate or company purposes, as applicable, Parties and their Subsidiaries, including, without limitation, acquisitions. | Use Of Proceeds |
This instrument, executed in duplicate, sets forth the entire agreement between parties and may not be canceled, modified, or amended except by a written instrument both Seller Buyer. | Entire Agreements |
This 2016-3 Servicing Supplement may be executed in any number of counterparts, each which so and delivered shall deemed to an original, but all counterparts together constitute one the same instrument. | Counterparts |
(a) Do, or cause to be done, all things necessary preserve, renew and keep in full force effect its legal existence, except, the case of a Subsidiary Borrower that is not Loan Party, where failure do so would reasonably expected have Material Adverse Effect, except as otherwise expressly permitted under Section 6.05 ; ... | Existence |
This Agreement may not be assigned by the Company (whether operation of law or otherwise) without prior written consent Required Holders; provided, however , that in event is a party to merger, consolidation, share exchange similar business combination transaction which Common Stock converted into equity securities ano... | Assignments |
Except to the extent otherwise mentioned, referred or provided herein, this Agreement contains entire understanding and agreement between Parties concerning subject matter hereof supersedes any prior agreements, whether written oral, hereof. | Entire Agreements |
The title of "Agent" is used solely as a matter market custom and the duties Agent are administrative in nature only. has no except those expressly set forth Loan Documents, event does have any agency, fiduciary or implied duty to relationship with Secured Party other Person by reason Document related transaction. conf... | Duties |
This Agreement may be amended or modified only by a written instrument signed the Employee and duly authorized representative of Employer. | Amendments |
Sections 5(e) through 28, inclusive, shall survive and continue in full force accordance with their terms notwithstanding the End Date. | Survival |
Within ten (10) days after the Closing Date, Borrowers shall deliver to Administrative Agent a certificate as coverage under general liability and property insurance policies required by Section 5.02 of Credit Agreement, each which be endorsed or otherwise amended include customary lender’s loss payable endorsement nam... | Insurances |
This Release Agreement constitutes the entire agreement between myself and Splunk with respect to any matters referred in Agreement. The supersedes all other agreements Splunk, except for Employee Invention Assignment Confidentiality Agreement, attached hereto Attachment 2, which remains full force effect. No considera... | Entire Agreements |
All questions concerning the construction, validity, enforcement and interpretation of Transaction Documents shall be governed by construed enforced in accordance with internal laws State New York, without regard to principles conflicts law thereof. Each party agrees that all legal proceedings interpretations, defense ... | Waiver Of Jury Trials |
The Company shall, on or before 8:30 a.m., New York City Time, the first business day after date of this Agreement, issue a press release and/or Current Report Form 8-K (collectively, “ Filing ”) disclosing all material terms transactions contemplated hereby. From and issuance Filing, Investor shall not be in possessio... | Disclosures |
A Restricted Stock Unit shall be 100% vested upon the completion of three (3) full years employment commencing with Grant Date or, if earlier, occurrence a Change Control. Upon termination due to Participant’s death, Disability or Retirement, an award Units 0% such occurs before one (1) year Date, 33.3% on after employ... | Vesting |
The Borrower will not, and not permit any of its Subsidiaries to, sell, lease or otherwise transfer property assets purchase, acquire from, engage in other transactions with, Affiliates, except (a) the ordinary course business at prices on terms conditions less favorable to such Subsidiary than could be obtained an arm... | Transactions With Affiliates |
The Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of California, with all power authority necessary to own or use its assets conduct business as it now being conducted. qualified do foreign corporation in, of, each state other jurisdiction which failure be s... | Organizations |
All payments made by the Employers under this Agreement shall be subject to withholding of any tax or other amounts required withheld applicable law benefit plans in which Employee is participating. | Withholdings |
Notwithstanding anything herein to the contrary, extent that Purchaser has executed or is otherwise bound by a confidentiality agreement in favor of Company, shall continue be such agreement. | Confidentiality |
Pricing does not include image royalty or software licensing, if applicable. All third party costs are estimates. Third expenses directly incurred by the MT exclusively for SHO projects will be billed and paid at cost to MT. | Expenses |
Each of Kindred and Guarantor (collectively, the “ Companies ”) was duly organized is validly existing as a Delaware or corporation, respectively. in good standing State each qualified to do business states which it owns property does business. has full power authority possesses all material governmental approvals nece... | Organizations |
Subject to Section 3.7 , this Agreement and its subject matter, any action, proceeding or suit (at law in equity, contract, tort otherwise) arising out of connection with the matter hereof will be governed by construed enforced accordance laws State Delaware, without giving effect choice conflict provision rule that wo... | Governing Laws |
Each Party shall immediately provide the other with written notice reasonably detailing any (i) known or alleged infringement of Agios Patents, Celgene Collaboration Co-Co Patents Joint misappropriation Know-How, Know-How by a Third Party, (ii) “patent certification” filed in United States under 21 U.S.C. §355(b)(2) §3... | Notices |
While employed by Company, Executive shall perform the duties required of hereunder and devote Executive's best efforts exclusive business time, energy skill to performing such duties; not make any disparaging remarks regarding Company person with whom has relations, including employee or vendor Company; use Goodwill s... | Duties |
(a) Such Grantor will not, without the prior written consent of Administrative Agent, do any act or omit to whereby material Intellectual Property may lapse, become abandoned, cancelled, dedicated public, forfeited, otherwise impaired, abandon application right file an for a Copyright, Patent, Trademark listed in Sched... | Intellectual Property |
Employer shall indemnify Executive (and, upon Executive’s death, heirs, executors and administrators) to the fullest extent permitted by law against all expenses, including reasonable attorneys’ fees, court investigative costs, judgments, fines amounts paid in settlement (collectively, “ Expenses ”) reasonably incurred... | Indemnifications |
This Agreement may be executed in duplicate counterparts, each of which shall deemed an original, but all together constitute one and the same Agreement. In event that document is signed by party faxed to another parties agree a signature binding upon this agreement as though was original. | Counterparts |
The business and operations of the Company have been conducted in accordance with all applicable laws, rules regulations governmental authorities, except for such violations which would not, individually or aggregate, a material adverse effect on financial condition Company. | Compliance With Laws |
No delay or omission of the Holder to exercise any right power arising hereunder shall impair such be considered a waiver power, nor Holder’s action inaction power. If provision this Note is found invalid by court, all other provisions will remain in full force and effect. The Company hereby forever waives presentment,... | Miscellaneous |
Subject to the terms and conditions of this Agreement , consummation transactions contemplated by (the “ Closing ”) shall take place at offices Withers Bergman LLP, 430 Park Avenue, 10th Floor, New York, York 10022, on May 27, 2016 so long as all in Article III are satisfied or waived such date (other than those which,... | Closings |
Except as set forth in Section 1 above, all notices, demands, requests, consents or other communications hereunder shall be writing and given by personal delivery, express courier, registered certified mail with return receipt requested, facsimile, to the Guarantor Beneficiaries at addresses shown below, such address m... | Notices |
Each Member agrees to execute and deliver all such further instruments do acts as the Members deem advisable effectuate this Agreement. | Further Assurances |
The authorized capital stock of the Company consists 240,000,000 shares Common Stock, which 5,003,257 are outstanding as date hereof (prior to issuance Securities) and 5,000,000 Preferred none hereof, including number Stock owned beneficially, record, by Affiliates disclosed in Company’s most recent SEC Reports such be... | Capitalization |
The Agent and each Financial Institution hereby waive their right to receive an Extension Notice in connection with the extension of Liquidity Termination Date contemplated by this Amendment consent proposed as set forth herein. | Waivers |
Upon receipt or delivery by the Company of any notice in accordance with terms this Note, unless has good faith determined that matters relating to such do not constitute material, non-public information its Subsidiaries, shall within one (1) Business Day after publicly disclose on a Current Report Form 8-K otherwise. ... | Disclosures |
During the Term, Executive shall be entitled to 20 days paid vacation per year, or such greater amount as may earned under Company’s standard policy, ratably throughout year. Vacation carried from one year next in accordance with Company policy. | Vacations |
The Company shall pay all of the reasonable and documented fees expenses Stockholders (including, without limitation, Paul Hastings LLP Potter Anderson Corroon LLP) incurred in connection with preparation, execution delivery Transaction Documents consummation transactions contemplated thereby; provided, however, that s... | Expenses |
This Agreement is for the benefit of Purchaser and Seller, except as provided in indemnities granted by this Purchase Documents (as defined Section 19) with respect to Indemnified Parties listed therein, no other person or entity will be entitled rely on Agreement, receive any from it enforce provisions against Seller. | Benefits |
Executive and the Company agree that if any portion of this Agreement or General Release application their terms to person circumstance claim is determined, extent, be invalid unenforceable, remainder Release, such other persons, circumstances claims shall not affected continue valid enforceable fullest extent permitte... | Severability |
This Agreement, the other Transaction Documents and instruments to be delivered by parties pursuant provisions hereof constitute entire agreement between supersedes any prior understandings, representations or agreements among parties, whether written oral, which may have related subject matter of this Agreement in way... | Entire Agreements |
CBRE, Inc., representing Tenant, and Jones Lang LaSalle, Landlord. | Brokers |
This Agreement ( i ) except as may be provided in a Joinder Agreement, constitutes the entire agreement among parties with respect to subject matter of this and supersedes any prior discussions, correspondence, negotiation, proposed term sheet, agreement, understanding or there are no agreements, understandings, repres... | Entire Agreements |
During the Employment Term and thereafter, Executive shall cooperate with Company be reasonably available to respect continuing and/or future matters related Executive’s employment period its subsidiaries or affiliates, whether such are business-related, legal, regulatory otherwise (including, without limitation, appea... | Cooperation |
This Agreement may be terminated by the Purchaser, as to Purchaser’s obligations hereunder only and without any effect whatsoever on between Company other Purchasers, written notice parties, if First Closing has not been consummated or before January 6, 2017; provided, however, that such termination will affect right o... | Terminations |
Each party agrees that, should any court or other competent Governmental Entity hold provision of this Agreement part hereof to be invalid, illegal unenforceable in jurisdiction, such invalidity, illegality unenforceability shall not affect term invalidate render jurisdiction. Upon determination that is unenforceable, ... | Severability |
The Borrower will not, and not permit any Restricted Subsidiary to, sell, lease or otherwise transfer assets purchase, acquire from, engage in other transactions with, of its Affiliates, except (a) that are at prices on terms conditions materially less favorable to the such than could be obtained an arm’s-length basis ... | Transactions With Affiliates |
The Borrower will (a) keep and maintain all property material to the conduct of its business in good working order condition, ordinary wear tear excepted, (b) maintain, with financially sound reputable insurance companies, such amounts against risks as are customarily maintained by companies engaged same or similar bus... | Insurances |
This Guaranty is a continuing and irrevocable guaranty of all Loan Obligations now or hereafter existing shall remain in full force effect until any other amounts payable under this (other than obligations liabilities Secured Cash Management Agreements Hedge Agreements) are paid cash the Commitments terminated. Notwith... | Terminations |
Section 2.2 (Expenses), 2.3 (Records), ARTICLE III (Payments)(to the extent such fees accrued prior to termination, cancellation or expiration), 4.1 (Return of Materials), 5.1 (Intellectual Property), this 6.3 (Survival), 7.1 (Confidentiality), 8.2 (Limitations Liability) and Article X (Miscellaneous) shall survive any... | Survival |
Lender shall have received, in immediately available funds, the Closing Fee and Collateral Management Fee. | Fees |
The Eligible Employees and Company agree that any all disputes, controversies or claims of kind nature, including but not limited to arising out in related the interpretation this Plan employment separation an Employee from have been resolved by within 90 days filing a formal claim under Section 5.7.3, shall be submitt... | Arbitration |
Except as set forth in Sections 3(c)(ii), (iii) and (iv) below, the option herein granted must be exercised by Optionee only while is an employee (or within 90 days of termination Optionee’s employment if basis for such not otherwise addressed below) Company or one its subsidiaries defined Section 424(f) Code during pe... | Terminations |
In the event of death a Participant during period Continuous Service since Grant Date an Option, or within 12 months following termination Participant’s Service, Option may be exercised, at any time date (or such earlier on which expires), by estate person who acquired right to exercise bequest inheritance, but only ex... | Death |
Unless and until changed by the Company, your job position title will be Senior Vice President General Counsel of reporting to Chief Executive Officer Company. | Positions |
The Amended and Restated Employment Agreement, as amended by this Amendment, remains in full force effect, embodies the entire agreement understanding between parties hereto with respect to subject matter hereof thereof, supersedes replaces all prior oral written agreements or understandings regarding Agreement. | Entire Agreements |
No consent, approval, order or authorization of, registration, qualification, designation, declaration filing with, any federal, state local governmental authority other person entity is required in connection with the consummation of transactions contemplated by this Agreement, except for compliance notice and require... | Consents |
All notices or other communications required hereunder shall be in writing and deemed duly given: (a) when delivered person (with receipt therefor); (b) on the next business day after deposit with a recognized overnight delivery service; (c) third (3rd) being sent by certified registered mail, return requested, postage... | Notices |
EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIMS OR LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS. BOTH RYDER CUSTOMER WAIVE RIGHT TO TRIAL BY JURY IN SUIT RELATING TRANSACTIONS CONTEMPLATED VOSA. | Waivers |
Executive will have the authority, duties and responsibilities customarily associated with position of Chief Officer, consistent Company’s by-laws applicable law. such additional commensurate his as Board Directors (the “Board”) may assign to him from time time. report directly be subject control direction Board. The C... | Duties |
The Severance Benefits are contingent upon and subject to your execution non-revocation of the Release following Separation Date in accordance with Sections 5(b) 24(c) Employment Agreement , you agree sign be bound by which will considered an integral part this Letter Agreement. | Releases |
This Agreement contains the entire agreement between Parties concerning subject matter expressly addressed herein and supersedes all prior agreements understandings, written oral, with respect to such matter. However, nothing in this Paragraph 22 is intended limit any obligations of under other that Employer may enter ... | Entire Agreements |
Each payment by any of the Guarantors to Administrative Agent under this Guaranty shall be made transferring amount thereof in immediately available funds without set-off or counterclaim. | Payments |
Should any section, or portion thereof, of this Agreement be held invalid by reason law, statute, regulation existing now in the future jurisdiction court competent authority a legally enforceable directive governmental body, such section thereof will validly reformed so as to approximate intent Parties nearly possible... | Severability |
Pledgor has full power, authority and capacity to execute deliver this Agreement the Pledged incur perform obligations provided for herein therein. The execution, delivery performance by of Agreement, as applicable, been duly authorized all necessary action pursuant its organizational documents, a true, correct complet... | Authority |
This Agreement embodies the entire agreement of parties hereto respecting matters within its scope. supersedes all prior agreements on subject matter hereof with exception Indemnification as noted herein. Any negotiations, correspondence, agreements, proposals, or understandings relating to shall be deemed merged into ... | Entire Agreements |
The Company reserves the right to terminate Plan at any time by action of Compensation Committee Board. Upon termination Plan, all Elective Deferrals and contributions will cease no future or be made. Termination shall not operate eliminate reduce a Participant’s vested Account balances. | Terminations |
Any breach of Section 2 or 3 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, entitled injunctive relief with respect thereto in addition any other remedies. The failure either party enforce its rights under this Agreement at time period shall construed as a waive... | Miscellaneous |
Each Party will upon reasonable request provide the other and Party’s respective Affiliates, agents vendors all information reasonably necessary to performance of its obligations hereunder. The Parties agree use commercially efforts cooperate with each carry out their hereunder effectuate terms this Agreement. Without ... | Cooperation |
The Developer shall pay for his own expenses unless otherwise agreed or required by MyDx and pre-approved. | Expenses |
The Lenders severally agree to indemnify each Agent, any Issuing Lender and Swingline in its capacity as such (to the extent not reimbursed by Borrower without limiting obligation of do so), ratably according their respective Aggregate Exposure Percentages effect on date which indemnification is sought under this Secti... | Indemnifications |
At the Closing, Investor shall deliver to Company (i) purchase price for Common Shares being purchased by check or wire transfer of immediately available funds an account designated prior and (ii) documents set forth in Section 6(b)(iv) this Agreement. Notwithstanding foregoing, hereby authorizes instructs deduct from ... | Payments |
Each Holder agrees that all material non-public information provided pursuant to or in accordance with the terms of this Agreement shall be kept confidential by person whom such is provided, until time as becomes public other than through violation provision. Notwithstanding foregoing, any party may disclose (i) if req... | Confidentiality |
Each Borrower shall be deemed to have consented and agreed that, without notice or by affecting impair-ing in any way the obligations liability of hereunder, PFG may, from time before after revocation this Agreement, do one more following PFG's sole absolute discretion: (i) accept partial payments of, compromise settle... | Consents |
The term of this Agreement shall begin as the date hereof ("Effective Date") and end on first anniversary (the "Initial Term") following Effective Date unless terminated earlier provided in Agreement. Following expiration Initial Term, continue for three (3) successive one (1) year either party notify other at least th... | Terms |
The entities listed on Schedule C hereto are the only direct or indirect Subsidiaries of Company. Each such Subsidiary has been duly incorporated formed and is existing in good standing under laws jurisdiction its incorporation formation, with corporate, limited liability company, partnership, and/or other similar powe... | Subsidiaries |
The Co-Venturers and their designated representatives shall be afforded full complete access to the books records of Joint Venture during normal business hours upon reasonable notice for purpose inspection, examination copying or any other including, without limitation, an audit financial operations Venture. | Records |
All covenants, agreements, representations and warranties made by the Loan Parties in Documents certificates or other instruments delivered connection with pursuant to this Agreement any Document shall be considered have been relied upon parties hereto survive execution delivery of making Loans, regardless investigatio... | Survival |
Notwithstanding anything to the contrary contained herein or in any other Loan Document, authority enforce rights and remedies hereunder under Documents against Parties of them shall be vested exclusively in, all actions proceedings at law connection with such enforcement instituted maintained by, Administrative Agent ... | Remedies |
The Seller represents and Certificates that all action on the part of necessary for authorization, execution, delivery, performance obligations under this Agreement has been taken prior to Closing Date constitutes a valid legally binding obligation enforceable in accordance with its terms, subject applicable bankruptcy... | Authorizations |
You are also being offered the Company’s standard Change In Control Severance Agreement for Executive Vice Presidents, which is provided under separate cover. | Change In Control |
All liens and security interests securing reimbursement obligations other owed to the applicable U.S. L/C Issuer of any Bond under related Documents (including Borrowing), rights in Bonds or certificates indebtedness issued such Documents, voting created favor pursuant connection with (collectively, “ Rights ”), now he... | Liens |
This Agreement shall be construed and interpreted in accordance with the internal laws of State Delaware without giving effect to conflict principles thereof that would require application any other laws. | Governing Laws |
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