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The Borrower will use the proceeds of Loans solely for (a) prior to occurrence Qualified Capital Raise (but subject proviso below), (i) payment closing costs in connection with this Agreement, (ii) on Closing Date existing Secured Indebtedness related Initial Borrowing Base Properties, (iii) acquisition Real Estate described Schedule 2.9(a) hereto (or respect Morgan Stanley/PNC loan 2.9(b) hereto, reimbursement amounts paid by pay off such immediately date Agreement), (iv) payments relating which then be and (v) general corporate working capital purposes, (b) from after Raise, repayment Indebtedness, acquisitions improvements, purposes.
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Use Of Proceeds
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In case any one or more of the provisions contained in Plan shall be found to invalid, illegal unenforceable respect, validity, legality and enforceability remaining not way affected impaired.
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Severability
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This Agreement may be assigned by the Company, but cannot Executive. An assignment of this Company shall not relieve any liability or obligation under except such in connection with as a result Change Control (including, limited to, operation law).
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Assignments
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THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF STATE CONNECTICUT, WITHOUT REGARD TO PRINCIPLES CONFLICTS LAWS. Any action or proceeding to enforce defend any rights under this Agreement agreement, instrument other document contemplated hereby related hereto; directly indirectly connected with the Loan negotiation, administration enforcement thereof; arising from debtor/creditor relationship of Borrower and Lender shall be brought either in Superior Court Connecticut United States District for Connecticut. The parties hereto agree that instituted such courts proper venue, waives right challenge venue seek transfer relocation reasons. further have personal jurisdiction over parties. judgment decree obtained may filed enforced appropriate court.
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Governing Laws
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This Agreement shall terminate with respect to a holder of Registrable Securities on the date which such ceases hold Securities; provided that, holder’s rights and obligations pursuant Article III survive any Registration Statement in holders were included and, for avoidance doubt, underwriter lock-up that has executed prior termination accordance this clause remain effect its terms.
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Terms
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This Agreement contains the entire agreement of parties hereto with respect to subject matter hereof and, except as expressly provided herein, may not be changed or modified by an instrument in writing signed Seller, Buyer Company and Escrow Agent.
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Entire Agreements
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This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of State Delaware, without giving effect conflict rules thereof.
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Governing Laws
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Each of the provisions contained in this Exhibit A is and shall be construed as separate severable if one or more such held to against public interest unlawful any way an unreasonable restraint trade unenforceable whole part for reason, remaining thereof, appropriate, continue full force effect.
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Severability
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Except as set forth in the Post-Closing Letter Agreement and except required by clause (n) below, Administrative Agent shall have received evidence of insurance coverage compliance with terms Section 5.09 form, scope substance satisfactory to Agent, together certificates naming on behalf Lender Parties, an additional insured or loss payee, applicable, extent under .
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Insurances
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This Agreement (together with the Share Exchange and Lock-Up Agreements to extent incorporated herein, including all agreements entered into pursuant hereto or referenced herein certificates instruments delivered thereto) constitutes entire agreement of parties respect subject matter hereof supersedes prior contemporaneous agreements, representations, understandings, negotiations discussions between parties, whether oral written, relating hereof; provided , that, for avoidance doubt, foregoing shall not affect rights obligations under any other Ancillary Document.
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Entire Agreements
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As used in this Surrender, the terms Nation Australia and Paltar include their respective heirs, personal representatives, successors, assigns, affiliates, predecessors interest, successors assignors, assignees, agents, independent contractors, employees, attorneys, directors, shareholders, investors, insurers, sureties, anyone claiming by, through or under Party.
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Binding Effects
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The Employee’s obligations under this Section 6 shall survive the termination of Agreement and his employment with Company.
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Survival
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The capitalization of the Company as date this Agreement is set forth follows: (i) 14,640,154 share Common Stock outstanding; (ii) 100,000 shares Series B Preferred (iii) 455,002 C (iv) 378,776 D (v) 10,000 E (vi) outstanding options to purchase 2,716,000 Stock; (vii) warrants 8,609,806 and (viii) 1,690,909 that may be issued under convertible notes. No Person has any right first refusal, preemptive right, participation, or similar participate in transactions contemplated by Transaction Documents. Other than Stock, issuance sale Investor Shares will not obligate issue other securities (other Investors) result a holder adjust exercise, conversion, exchange reset price such securities. does have stock appreciation rights “phantom stock” plans agreements plan agreement. All capital are duly authorized, validly issued, fully paid nonassessable, been compliance with all federal state laws, none was violation subscribe for further approval authorization Board Directors others required Shares. There no stockholders agreements, voting respect Company’s which party or, knowledge Company, between among stockholders.
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Capitalization
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This Agreement may be executed by the parties separately in counterparts, and facsimile or electronic (PDF) copies of separately-executed shall, upon exchange delivery, facsimile, PDF/email between their counsel, have same force effect as if a mutually-signed, single original agreement had been executed.
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Counterparts
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Except as disclosed in Section 3.1(j) of the Disclosure Letter or SEC Reports, there is no Proceeding pending or, to knowledge Company, threatened against Company any Subsidiary its properties that has would reasonably be expected have, individually aggregate, a Material Adverse Effect. Neither nor, director officer thereof, been subject involving claim violation liability under federal state securities laws breach fiduciary duty. There not been, and contemplated, investigation current former Company. Letter, neither nor party provisions order, writ, injunction, judgment decree court government agency instrumentality had by currently which intends initiate Since March 27, 2014, (i) Common Stock designated for quotation on The Nasdaq Market, (ii) trading suspended Market (iii) received communication, written oral, from regarding suspension delisting Stock.
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Litigations
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THIS COLLATERAL AGENCY HAS BEEN DELIVERED AND ACCEPTED AT SHALL BE DEEMED TO HAVE MADE NEW YORK, YORK GOVERNED BY INTERPRETED, THE RIGHTS LIABILITIES OF PARTIES BOUND HEREBY DETERMINED, IN ACCORDANCE WITH LAWS STATE YORK.
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Governing Laws
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THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TRIAL JURY OF CLAIM, DEMAND, ACTION OR CAUSE (a) ARISING UNDER (b) IN WAY CONNECTED WITH RELATED INCIDENTAL DEALINGS HERETO RESPECT TRANSACTIONS HERETO, CASE WHETHER NOW EXISTING HEREAFTER ARISING, AND CONTRACT, TORT, EQUITY OTHERWISE. AGREES CONSENTS THAT SUCH SHALL BE DECIDED COURT WITHOUT A MAY FILE COPY AS WRITTEN EVIDENCE CONSENT WAIVER THEIR JURY.
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Waiver Of Jury Trials
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The Company has filed all reports, schedules, forms, statements and other documents required to be by the under Securities Act Exchange Act, including pursuant Section 13(a) or 15(d) thereof, for two years preceding date hereof (or such shorter period as was law regulation file material) (the foregoing materials, exhibits thereto incorporated reference therein, being collectively referred herein “ SEC Reports ”) on a timely basis received valid extension of time filing any prior expiration extension. As their respective dates, complied in material respects with requirements applicable, none Reports, when filed, contained untrue statement fact omitted state stated therein necessary order make light circumstances which they were made, not misleading. never been an issuer subject Rule 144(i) Act. financial included comply applicable accounting rules regulations Commission respect effect at filing. Such have prepared accordance United States generally accepted principles applied consistent during periods involved (“ GAAP ”), except may otherwise specified notes that unaudited contain footnotes GAAP, fairly present position its consolidated Subsidiaries dates thereof results operations cash flows then ended, subject, case statements, normal, immaterial, year-end audit adjustments.
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Financial Statements
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The Employer may withhold from any amounts payable or benefits to be provided the Executive under this Employment Agreement otherwise all Federal, state, city other taxes and that reasonably determine are required withheld pursuant applicable law regulation.
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Withholdings
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The parties acknowledge that all utility charges and real personal property Taxes related to the Real Property, other MPT Acquired Assets Financed shall be responsibility of New Steward Lessees, Borrowers, their Affiliates pursuant terms Master Lease Mortgage Loan Agreement.
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Taxes
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The Executive's employment under this Agreement shall continue from the Effective Date through February 28, 2020, unless terminated earlier pursuant to § 5 below (the “Initial Term”). Thereafter, automatically renew for additional one (1) year terms (each, a “Renewal Term”) unless, not less than hundred eighty (180) days prior expiration of Intitial or Renewal Term, as case may be, either party notifies other in writing their intention Agreement.
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Terms
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This Agreement may be executed in several counterparts, each of which shall deemed an original but all constitute one and the same instrument. All such counterparts read as though one, they have force effect signers had signed a single page. In event that any signature is delivered by facsimile transmission or e-mail contains portable document format (.pdf) file page, page create valid binding obligation party executing (or on whose behalf executed) with if were thereof.
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Counterparts
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Each Security Party hereby represents and warrants that, other than the events of default specified in April 2017 Letter Agreement (the “ Disclosed Events Default ”), as date hereof no Event (as such term is defined Loan Agreement, amended hereby) or event which, with passage time, giving notice both would become an Default, has occurred.
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No Defaults
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The Borrower and each Subsidiary thereof is in compliance all material respects with the requirements of Laws orders, writs, injunctions decrees applicable to it or its properties, except such instances which (a) requirement Law order, writ, injunction decree being contested good faith by appropriate proceedings diligently conducted (b) failure comply therewith, either individually aggregate, could not reasonably be expected have a Material Adverse Effect.
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Compliance With Laws
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EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED DIFFICULT ISSUES, THEREFORE HEREBY IRREVOCABLY UNCONDITIONALLY WAIVES RIGHT SUCH PARTY HAVE A TRIAL BY JURY IN RESPECT LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT RELATING AGREEMENT. CERTIFIES (A) NO REPRESENTATIVE, AGENT ATTORNEY OTHER HAS REPRESENTED, EXPRESSLY OTHERWISE, WOULD NOT, EVENT LITIGATION, SEEK ENFORCE FOREGOING WAIVER, (B) UNDERSTANDS CONSIDERED IMPLICATIONS (C) MAKES WAIVER VOLUNTARILY (D) BEEN INDUCED ENTER INTO BY, AMONG THINGS, MUTUAL WAIVERS CERTIFICATIONS Section 8.15.
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Waiver Of Jury Trials
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Each of the Parties and their respective officers, directors, guarantors, employees agents agree that terms this Note transactions among are confidential pursuant to conditions a non-disclosure agreement entered into by Parties.
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Confidentiality
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All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, TRI Pointe Group, Inc., Attn: Chief Financial Officer, 19540 Jamboree Road, Suite 300, Irvine, California 92612, and Employee, last known mailing address of Employee contained records Company. made writing either (a) by personal delivery, (b) facsimile electronic mail with confirmation receipt, (c) United States mails (d) express courier service. The notice, request communication deemed received upon receipt transmission party entitled thereto service; , however that a sent Company is not during regular business hours, it on next succeeding day
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Notices
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All Base Salary, bonus and other compensation described in this Agreement shall be subject to withholding for federal, state or local taxes, amounts withheld under applicable benefit policies programs, any that may required by law, judicial order otherwise.
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Withholdings
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In the event that any provision of this Agreement, or application thereof, becomes is declared by a court competent jurisdiction to be illegal, void unenforceable, remainder Agreement shall continue in full force and effect interpreted so as reasonably intent parties hereto. The hereto further agree replace such unenforceable with valid enforceable achieve, extent possible, economic, business other purposes provision.
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Severability
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The Bank shall employ Executive to serve as Vice President & Chief Credit Officer of the and Bancorp, a publicly traded corporation.
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Positions
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This Agreement, subject to the terms and conditions of Plan Notice Grant any country-specific contained in Appendix A, represents entire agreement between parties with respect RSUs.
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Entire Agreements
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To Borrower’s knowledge, Borrower is presently in compliance all material respects with applicable governmental requirements to which Borrower, or any of Borrower's assets properties, subject, except where the failure so comply could not reasonably be expected have a adverse effect on Borrower.
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Compliance With Laws
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(a) The Borrower will comply in all material respects with applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws, zoning building codes ERISA the rules regulations thereunder) except where necessity compliance therewith is contested good faith by appropriate proceedings. maintain effect policies procedures designed to ensure Borrower, its Subsidiaries their respective directors, officers, employees agents Anti-Corruption Laws Sanctions.
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Compliance With Laws
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ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER WITH RESPECT TO THIS FIRST AMENDMENT MAY BE IN STATE OR (TO EXTENT PERMITTED BY LAW) FEDERAL COURT COMPETENT JURISDICTION SITTING BOROUGH MANHATTAN CITY NEW YORK AND EXECUTION DELIVERY AMENDMENT, EACH PARTY ACCEPTS FOR ITSELF CONNECTION ITS PROPERTIES, GENERALLY UNCONDITIONALLY, NONEXCLUSIVE AFORESAID COURTS, IRREVOCABLY AGREES BOUND JUDGMENT RENDERED THEREBY AMENDMENT.
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Jurisdictions
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Terms used in this Form of that are defined the Plan will have meanings ascribed to them Plan. The Long Term Incentive Program Document (the “LTI Document”), an administrative document adopted by Committee which is set forth at https:/mysource.southernco.com, contains additional provisions apply RSU Awards. Additionally, Awards subject terms and conditions any other documents from time time. If there inconsistency between herein or Committee, Plan’s document’s supersede replace conflicting Terms.
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Terms
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This Agreement shall become effective when it have been executed by the Borrower and Administrative Agent notified each Extending Lender that such has thereafter be binding upon inure to benefit of Borrower, their respective successors assigns permitted hereby.
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Binding Effects
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All rights and restrictions contained herein may be exercised shall applicable binding only to the extent that they do not violate any laws are intended limited necessary so will render this Agreement illegal, invalid or unenforceable. If provision portion of essential commercial purpose held unenforceable by a court competent jurisdiction, it is intention Parties remaining provisions portions thereof constitute their agreement with respect subject matter hereof, all such remain in full force effect. To legally permissible, replaced valid implement provision. In event cannot Agreement, granted terminate.
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Severability
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The waiver by either party of a violation the other any provision this Agreement will not operate or be construed as subsequent violation. Any an obligation under only valid if it is in writing and signed authorized representative waiving party.
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Waivers
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Buyer shall be solely responsible for providing insurance in respect of the Acquired Assets and any claims made connection with losses from after Closing. Without limiting rights set forth elsewhere this Agreement, if are or damages, liabilities occur prior to Closing Date that relate Assets, Assumed Liabilities Facility, such claims, associated liabilities, may against third-party policies retained by Seller its Affiliates, then use commercially reasonable efforts, so requested writing, ensure can file, notice otherwise continue pursue recover proceeds under terms policies, provided, however, will reimburse as applicable, documented out-of-pocket costs incurred including payment applicable deductible retention amounts, a result assisting seeking policy.
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Insurances
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Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to Proceeding matter for which indemnification will could be sought under this Agreement. Such notice include a description of nature of, and facts underlying, Proceeding, directed Chief Executive Officer given accordance provisions Section 13(d). In addition, give such additional cooperation as its counsel may reasonably request, provided that documentation exclude privileged similarly protected information. Indemnitee’s failure so notify, provide otherwise cooperate not relieve obligation it have Agreement, except extent is adversely affected by failure.
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Notices
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If any provision of this Guaranty is determined by a court competent jurisdiction to be invalid, illegal or unenforceable, that portion will deemed severed from and the remaining parts remain in full force as though unenforceable had never been part Guaranty.
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Severability
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Assignor hereby sells, transfers, assigns, delivers and conveys to Assignee, its successors subject the permitted title exceptions set forth in Exhibit F attached hereto made a part hereof, all right, interest of in, under Leases, Guaranties, Security Deposits Lease Commission Agreements.
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Assignments
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The parties acknowledge and agree that each of the restrictive covenants contained in this Agreement is reasonable valid time scope all other respects. Each shall be considered construed as separate independent covenants. Should any part or provision held invalid, void unenforceable, such invalidity, voidness unenforceability not render unenforceable covenant. also it their intention enforced accordance with terms to maximum extent possible under applicable law. likewise that, event tribunal competent jurisdiction find hereof enforceable its terms, invalid unreasonable term redefined, a new provided, intent agreeing will impaired question fullest
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Severability
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The captions, headings, and arrangements used in this Mortgage are for convenience only do not any way affect, limit, amplify, or modify the terms provisions hereof.
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Headings
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(a) The Company irrevocably submits to the non‑exclusive jurisdiction of any New York State or federal court sitting in Borough Manhattan, City York, over suit, action proceeding arising out relating this Agreement Notes. To fullest extent permitted by applicable law, waives and agrees not assert, way motion, as a defense otherwise, claim that it is subject such court, objection may now hereafter have laying venue brought has been an inconvenient forum.
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Waiver Of Jury Trials
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All Subsidiaries of the Company and locations thereof on Closing Date are set forth in SEC Reports (as defined below). The forth, as Date, Company’s jurisdiction organization location executive offices other places business.
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Subsidiaries
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Selling Member understands and agrees that in the course of providing services to Company, may acquire confidential and/or proprietary information concerning Company’s operations, its future plans methods doing business. it would be extremely damaging Company if disclosed such a competitor or made available any other person. is divulged strict confidence shall not use than connection with Business will keep secret unless disclosure required by court order otherwise compulsion law. In view nature Member’s employment has received during employment, also irreparably harmed violation, threatened violation agreements this paragraph that, therefor, entitled an injunction prohibiting from agreements.
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Confidentiality
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This Agreement shall be construed in accordance with the laws of State New York, without regard to principles conflicts that would result application another jurisdiction. The parties further agree any action between them heard York City, and expressly consent jurisdiction venue state federal courts sitting for adjudication civil asserted pursuant this Agreement.
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Governing Laws
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The Closing will take place on the Date at offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, or such other as be mutually agreed to by Company and Initial Consenting Creditors.
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Closings
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The Credit Parties own or possess adequate and legally enforceable rights licenses to use all trademarks, trade names, service marks, mark registrations, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, secrets other intellectual property necessary conduct its business as now conducted (collectively, the “ IP Rights ”). All Rights, any federal, state, local foreign trademark office, functional equivalent thereof where such may be filed registered, is set forth in Schedule 7.21 . of are owned by Parties, except for licensed which specifically outlined described If Party, underlying license agreement pursuant License Agreements ”), permits Lender encumber without further consent approval Person, including owner that if there was an Event Default foreclosed on Collateral, would have right under Agreements, subject only Lender’s obligation comply with terms Agreements. do not knowledge infringement Party others, and, no claim, demand Proceeding, nature being made brought against, Party’s knowledge, threatened regarding infringement; aware facts circumstances might give rise foregoing.
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Intellectual Property
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This Agreement shall be governed by and interpreted in accordance with the laws of State Delaware, without reference to any conflict provisions thereof, except where Bankruptcy Code. Each parties hereto irrevocably unconditionally submits, for itself its properties, exclusive jurisdiction Court, action or proceeding arising out relating this Agreement.
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Governing Laws
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WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE A IN LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT RELATING THIS AGREEMENT, OTHER LOAN DOCUMENT TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT THEORY). (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT ATTORNEY HAS REPRESENTED, EXPRESSLY OTHERWISE, SUCH WOULD NOT, EVENT LITIGATION, SEEK ENFORCE FOREGOING AND (B) ACKNOWLEDGES PARTIES BEEN INDUCED ENTER INTO AGREEMENT BY, AMONG THINGS, MUTUAL WAIVERS CERTIFICATIONS SECTION.
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Waiver Of Jury Trials
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Except as provided in Schedule 3.1(g) , the capitalization of Company immediately prior to First Closing is, all material respects, set forth SEC Reports. no Person has (i) any right first refusal, preemptive right, participation, or similar participate transactions contemplated by Transaction Documents except for such, if any, will have been validly waived before each and (ii) pursuant operation agreements filed exhibits Reports date this Agreement, issuance sale Securities not obligate issue shares Common Stock other securities (other than Purchaser) result a holder adjust exercise, conversion, exchange reset price under such securities. All outstanding capital stock are issued, fully paid nonassessable, issued compliance with federal state laws, none was violation rights subscribe purchase No further approval authorization stockholder, Board Directors others is required Securities. Reports, there stockholders agreements, voting respect Company’s which party or, knowledge Company, between among stockholders.
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Capitalization
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Where any person is entitled to receive Shares pursuant the Award granted hereunder, Company shall have right require such pay amount of tax which required withhold with respect Shares, or, in lieu thereof, retain, or sell without notice, a sufficient number cover be withheld.
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Taxes
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The Company shall not, nor it permit any Subsidiary to, enter into Sale and Leaseback Transaction except that the may become remain liable as lessee, guarantor or other surety with respect to lease under a if extent would be permitted into, under, such transaction Section 6.01.
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Sales
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Each Award Agreement shall specify the number of Shares subject to Performance-Based Restricted Share Award, Performance Objectives and other conditions which must be satisfied in order for vest, Cycle within such circumstances under will forfeited; provided, however , that no less than one (1) year.
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Terms
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This Agreement, the Fee Letter and other Loan Documents constitute entire contract between parties relative to subject matter hereof any previous agreement among with respect is superseded by this Agreement Documents. Nothing in or Documents, expressed implied, intended confer upon Person (other than hereto thereto, their respective successors assigns permitted hereunder (including Affiliate of Issuing Bank that issues Credit) and, extent expressly contemplated hereby, Related Parties each Agents, Lead Arranger Lenders) rights, remedies, obligations liabilities under reason
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Entire Agreements
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The parties hereto acknowledge and agree that: (i) each party its counsel reviewed negotiated the terms provisions of this Release Agreement have contributed to revision; (ii) rule construction effect that any ambiguities are resolved against drafting shall not be employed in interpretation Agreement; (iii) construed fairly as all favor or party, regardless which was generally responsible for preparation Agreement.
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Interpretations
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If any provision of this Agreement is determined by a court law to be illegal or unenforceable, then such will enforced the maximum extent possible and other provisions remain fully effective enforceable.
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Severability
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The Executive shall be entitled to vacation in accordance with the Corporation’s or paid time off policy as effect from for most senior executive officers of Corporation.
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Vacations
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Executive recognizes and acknowledges that the knowledge of business activities, plans for all other proprietary information Bank, as it may exist from time to time, are valuable, special unique assets Bank. will not, during or after term her employment, disclose any past, present, planned considered activities similar Bank person, firm, corporation, entity reason purpose whatsoever unless expressly authorized by Board required law. Notwithstanding foregoing, banking, financial and/or economic principles, concepts ideas which not solely exclusively derived Further, regarding bank regulator having regulatory jurisdiction over pursuant a formal request. In event breach threatened provisions this Section, be entitled an injunction restraining disclosing, in whole part, information, rendering services whom such knowledge, has been disclosed is disclosed. Nothing herein construed prohibiting pursuing remedies available breach, including recovery damages Executive.
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Confidentiality
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The Company has filed all reports, schedules, forms, statements and other documents required to be by the under Securities Act Exchange Act, including pursuant Section 13(a) or 15(d) thereof, for two years preceding date hereof (or such shorter period as was law regulation file material) (the foregoing materials, exhibits thereto incorporated reference therein, being collectively referred herein “ SEC Reports ”) on a timely basis received valid extension of time filing any prior expiration extension. As their respective dates, complied in material respects with requirements applicable, none Reports, when filed, contained untrue statement fact omitted state stated therein necessary order make light circumstances which they were made, not misleading. financial included comply applicable accounting rules regulations Commission respect effect at filing. Such have been prepared accordance United States generally accepted principles applied consistent during periods involved (“ GAAP ”), except may otherwise specified notes that unaudited contain footnotes GAAP, fairly present position its consolidated Subsidiaries dates thereof results operations cash flows then ended, subject, case statements, normal, immaterial, year-end audit adjustments.
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Financial Statements
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If an Executive violates or threatens to violate any provisions of Sections C.6 C.7 the Plan, Employer its successors in interest shall be entitled, addition other remedies that they may have, including money damages, injunction issued by a court competent jurisdiction restraining from committing continuing violation C.7. In event is found have breached provision set forth Section time period provided for deemed tolled ( i.e. , it will not begin run) so long as was provision.
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Remedies
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Following the Separation Date, Executive will not be required to perform any services for Company except: (a) as is necessary cooperate with and assist requested in orderly transition of duties, including but limited to, answering Company's questions on an ongoing basis may reasonably require; (b) (including, testifying or providing information Company) investigation handling actual threatened court action, arbitration other proceeding involving matter that arose during period Executive’s employment; provided, however, advance expenses incurs connection such cooperation without limitation, travel, legal out-of-pocket incurred at Company’s direction). Furthermore, scheduled, greatest extent possible, so interfere then personal professional obligations.
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Cooperation
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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 transactions contemplated this Agreement any other (whether brought against a hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees agents) commenced exclusively state federal courts sitting City York. hereby irrevocably submits exclusive jurisdiction Borough Manhattan for adjudication dispute hereunder connection herewith transaction discussed herein (including respect Documents), waives, not assert suit, action proceeding, claim it is personally subject such court, proceeding improper an inconvenient venue proceeding. waives personal service process consents being served mailing copy thereof via registered certified mail overnight delivery (with evidence delivery) at address effect notices under constitute good sufficient notice Nothing contained deemed limit way right serve manner permitted law. If commence enforce provisions Documents, then, addition obligations Company Section 4.8, prevailing reimbursed non-prevailing reasonable attorneys’ fees costs expenses incurred investigation, preparation prosecution
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Governing Laws
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Except as expressly provided by this Article IX , no Partner shall transfer all or any part of its Partnership Interests Voting to Person without first obtaining the written approval each other Partners, which may be granted withheld in their sole discretion; however, that and/or an Affiliate such Partners. To extent a transfers pursuant Section 9.1(a) proportionate percentage Partner’s (based on then-current Percentage relative Equity Interests) deemed have been automatically transferred concurrently therewith. Exhibit A amended further action Partners reflect change made .
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General
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Upon the date of issuance or increase a Letter Credit, Issuing Lender shall be deemed to have sold each other and been purchased from participation in related Credit Obligations equal such Lender’s Pro Rata Share at sale purchase otherwise accordance with terms this Agreement. The promptly notify participant by facsimile, telephone, electronic mail (PDF) issued increased actual dollar amount Credit.
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Participations
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This Agreement may not be revoked, modified or amended except by written instrument executed and delivered duly authorized officers of each Parent, the Company Stockholder that is party hereto.
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Amendments
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The Borrower shall not, directly or, to the Borrower’s knowledge, indirectly, use proceeds of any Credit Extension, or lend, contribute otherwise make available such Subsidiary, joint venture partner other individual entity, fund activities business with in Designated Jurisdiction, that, at time funding, is subject Sanctions, manner that will result a violation by entity (including participating transaction, whether as Lender, Arranger, Administrative Agent, Several L/C Fronting Bank, Swing Line otherwise) than, each case, transactions have received exemptions authorizations issued relevant sanctions authority permit transaction thereunder.
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Sanctions
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Time is of the essence this Agreement and each every term, covenant condition contained herein. All covenants, agreements, representations warranties made in or any other Loan Documents shall continue full force effect so long as obligations party under (other than Agent) remain outstanding. Each person entity constituting Pledgor be jointly severally liable for all Agreement.
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Survival
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You hereby consent and agree that state courts located in Harris County, Texas the United States District Court for Southern of each shall have personal jurisdiction proper venue with respect to any dispute between you Company arising connection Award or this Agreement.
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Venues
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The term of each Award shall be for such period as may determined by the Committee. Subject to terms Plan and any applicable Terms, payments made Company or a Subsidiary Affiliate upon grant, maturation, exercise an in forms Committee determine at date grant thereafter, including, without limitation, cash, Stock, other property, single payment transfer, installments, or, subject requirements Section 409A Code, on deferred basis.
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General
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The Loan Parties, taken as a whole, shall be and remain Solvent at all times.
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Solvency
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The parties to each assignment shall execute and deliver the Servicing Agent an Assignment Assumption, together with a processing recordation fee of $3,500; provided that may, in its sole discretion, elect waive such case any . assignee, if it is not Bank, Administrative Questionnaire.
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Assignments
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Following the date hereof, Seller shall take such steps and actions, provide cooperation assistance to Buyer Spin-Off Subsidiary any of their successors, assigns legal representatives, including execution delivery affidavits, declarations, oaths, exhibits, assignments, powers attorney, or other documents, as may be reasonably necessary appropriate effect, evidence perfect sale Shares assignee successor thereof.
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Further Assurances
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The representations, warranties, covenants and agreements of the Company Investor contained in this Agreement shall survive execution delivery hereof until termination Agreement; provided , however that (i) provisions Article V (Representations, Warranties Covenants Company), VIII (Termination), IX (Indemnification) X (Miscellaneous) remain full force effect indefinitely notwithstanding such termination, and, (ii) so long as owns any Securities, VI (Additional Covenants), for a period six months following termination.
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Survival
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The Company’s financial statements fairly present the condition of Company at dates said and results its operations for periods covered thereby will be prepared in accordance with generally accepted accounting principles practices consistently applied consistent books records Company.
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Financial Statements
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EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN COUNTY, ACTION PROCEEDING ARISING OUT RELATING THIS AGREEMENT DOCUMENT EXECUTED BY SUCH PERSON PURSUANT AND AGREES THAT ALL CLAIMS RESPECT MAY BE HEARD DETERMINED WAIVES OBJECTION IT NOW HEREAFTER HAVE AS VENUE SUIT, BROUGHT A IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT RIGHT AGENT PURCHASER BRING PROCEEDINGS AGAINST COURTS OTHER JURISDICTION. JUDICIAL AFFILIATE INVOLVING, DIRECTLY INDIRECTLY, MATTER WAY OF, RELATED TO, CONNECTED WITH ONLY YORK.
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Consent To Jurisdiction
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The Parties agree that worldwide and for a 12-month period hereafter, they will not disparage the other Party, any products, services, or operations of former, current, future officers, directors, employees Party. This clause shall apply on occasions when party is subpoenaed ordered by court governmental authority to testify give evidence must, course, respond truthfully, conduct otherwise protected law, testimony in context enforcing terms this Agreement rights, powers, privileges, claims released Agreement.
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Non-Disparagement
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(a) Keep all material Property in good working order and condition, ordinary wear tear casualty condemnation excepted except to the extent failure do so would not reasonably be expected result a Material Adverse Effect or as otherwise expressly permitted by this Agreement, (b) maintain, with financially sound reputable insurance companies, such amounts against risks are customarily maintained similarly situated companies engaged same similar business operating locations. Within 60 days after Effective Date (or later date Administrative Agent may agree), umbrella liability property of Group Members shall (i) name Collateral Agent, on behalf Secured Parties an additional insured thereunder its interests appear (ii) case each policy, contain loss payable clause endorsement, satisfactory form substance that names Lenders payee (c) if any portion Mortgaged is at time located area identified Federal Emergency Management Agency successor agency) Special Flood Hazard Area respect which flood has been made available under National Insurance Act 1968 (as now hereafter effect act thereto), then Borrower shall, cause Loan Party maintained, insurer, amount sufficient comply applicable rules regulations promulgated pursuant Laws deliver evidence compliance acceptable Agent.
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Insurances
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No failure to exercise, no course of dealing with respect the exercise of, and delay in exercising, any right, power or remedy arising under this Agreement other Security Documents shall impair such operate as a waiver thereof. single partial preclude future thereof remedy. The remedies herein are cumulative not exclusive provided by law.
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Waivers
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Any Lender may at any time, with notice to and the consent of Agent, sell participations Person (other than a natural person or Loan Parties Parties’ Affiliates Subsidiaries) (each, “ Participant ”) in all portion such Lender’s rights and/or obligations under this Agreement (including its Commitment Loans Swing Line Loans) owing it); provided , that (i) shall remain unchanged, (ii) solely responsible other parties hereto for performance (iii) Parties, Agent Lenders continue deal directly connection Agreement. agree writing comply confidentiality set forth Section 10.07 as if was hereunder.
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Participations
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The Company shall comply with applicable securities laws by filing a Current Report on Form 8-K, within four (4) Trading Days following the date hereof, disclosing all material terms of transactions contemplated hereby, if deems hereby to constitute non- public information. and Purchaser consult each other in issuing any press releases respect neither nor issue such release or otherwise make statement without prior consent Company, Purchaser, except disclosure is required law, which case part y promptly provide party notice communication.
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Publicity
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Each Obligor (for itself and its Subsidiaries Affiliates the successors, assigns, heirs representatives of each foregoing) (collectively, “ Releasors ”) does hereby fully, finally, unconditionally irrevocably release, waive forever discharge Supporting Holders, together with their respective Affiliates, directors, officers, members, employees, agents, attorneys, financial advisors consultants foregoing (each a Released Party ”, collectively, Parties ”), from any all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings causes action, in case, whether known or unknown, contingent fixed, direct indirect, whatever nature description, law equity, under contract, tort, statute otherwise, which Releasor has heretofore had now hereafter can, shall may have against by reason act, omission thing whatsoever done omitted to be done, on prior date hereof directly arising out of, connected related this Agreement, Indenture other Notes Document, event transaction attendant thereto, agreements Holder contained therein, possession, use, operation control assets Obligor. represents warrants that it no knowledge claim facts acts omissions would basis not released hereby.
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Releases
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Anything in this Agreement to the contrary notwithstanding, liability of each Indemnitor under Article VI shall survive as follows: (a) an Indemnitor’s for breach any representation or warranty such until and terminate upon first (1 st ) anniversary Closing date, provided that if, prior Date, Indemnitee have asserted a claim indemnification Losses incurred by pursuant writing appropriate party, which identify its basis with reasonable specificity (a “ Claim ”), case continue it been finally settled, decided adjudicated, (b) result covenant agreement be performed after Closing, indefinitely, (c) arising out Third-Party Claims has obligation, statute limitation applicable third party’s right assert bars assertion claim.
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Survival
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If provided by the Employer in Section 1.08, and subject to 1.08(e)(2), if a Participant has Separation from Service, he will be entitled benefit equal (i) vested percentage(s) of value Matching Contributions credited his Account, as adjusted for income, expense, gain, or loss, such determined accordance with vesting schedule(s) methodology selected (ii) Deferral Account loss. The amount payable under this 7.03 distributed Article 8.
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General
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You acknowledge that, subject to applicable law, all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask (whether or not including any confidential information) registrations applications related thereto, other proprietary information similar patentable) which relate the Company of its subsidiaries’ affiliates’ actual anticipated business, research development existing future products services are conceived, developed made by you alone jointly with others) in course providing your subsidiaries affiliates ( “Work Product ”), belong such subsidiary affiliate extent that foregoing does constitute VMware intellectual property rights under obligations VMware. shall promptly disclose Work Board and, at Company’s expense, perform actions reasonably requested during after term engagement) establish confirm ownership (including, without limitation, assignments, consents, powers attorney instruments). be deemed “works for hire” U.S. Copyright Act 1976, as amended.
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Intellectual Property
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As a condition to Executive’s receipt of any amounts set forth in Section 3(a) or 3(b) above, Executive shall execute and not revoke general release all claims favor the Company (the “ Release ”) form substantially similar attached hereto as Exhibit A (and statutorily prescribed revocation period applicable such have expired) within sixty (60) day following date Qualifying Termination.
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Releases
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In the event any part of this Agreement is held to be invalid or unenforceable under law, shall enforceable maximum extent permitted by such without invalidating remainder Agreement, effect portion elsewhere.
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Severability
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Upon or in connection with any payment respect of the Award, Corporation shall first deduct from cash portion such full amount taxes which may be required to withhold payment, and extent aggregate is sufficient satisfy Corporation’s applicable withholding obligations, then automatically reduce number shares Common Stock delivered by (or otherwise reacquire) appropriate whole shares, valued at their fair market value (as determined under Plan), remaining obligations rates. In event that cannot legally reduction procedure described preceding sentence insufficient entitled require a on behalf Participant and/or other compensation payable sums federal, state local law withheld payment. The agrees take further actions execute additional documents as necessary effectuate provisions this Section 9.
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Withholdings
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Indemnitee shall give the Company notice in writing as soon practicable of any Proceeding for which indemnification will or could be sought under this Agreement, provided that failure delay giving such not relieve its obligations Agreement unless and to extent ( i ) none subsidiaries are party aware ii is materially prejudiced by failure.
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Cooperation
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Each of Agent, Lenders, each Credit Party and their Related Persons, is authorized (but not required) to transmit, post or otherwise make communicate, in its sole discretion, Electronic Transmissions connection with any Loan Document the transactions contemplated therein for routine communications; however Electric may be used as effective notice under Documents. Secured hereto acknowledges agrees that use necessarily secure there are risks associated such use, including interception, disclosure abuse indicates it assumes accepts by hereby authorizing transmission Transmissions.
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Authorizations
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Neither Manager nor any TRS may assign its rights and obligations under this Agreement to Person without the prior written consent of other parties.
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Assignments
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The Company shall, within four (4) Trading Days immediately following the date hereof, issue a Current Report on Form 8-K, disclosing material terms of transactions contemplated hereby.
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Publicity
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This Agreement, any other Financing Agreement and subsequent amendment to of them may be executed in several counterparts, each which shall construed together as one original. Facsimile signatures on this considered original signatures. The Borrower hereby acknowledges the receipt a copy all Agreements. Agent Lender may, behalf Borrower, create microfilm or optical disk electronic image store Agreements its form then destroy paper part Agent’s Lender’s normal business practices, with deemed an same legal effect, validity enforceability originals. are authorized, when appropriate, convert note into “transferable record” under Uniform Electronic Transactions Act.
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Counterparts
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This Control Agreement may be executed in any number of counterparts, all which shall constitute one and the same instrument, party hereto execute this by signing delivering or more each when so delivered deemed to an original, but such counterparts together instrument. Delivery counterpart facsimile transmission other electronic effective as delivery a manually Agreement.
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Counterparts
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Employee has seven days after he signs this Agreement to revoke it and will become effective on the eighth day signed Agreement, so long as been by Parties not revoked before that date (the “ Effective Date ”). Notwithstanding anything contrary herein, Separation shall occur in accordance with provisions of Section 1 recitals hereto all are immediately upon Employee’s execution Agreement.
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Effective Dates
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THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, CONNECTION WITH, THIS NOTE OTHER DOCUMENT INSTRUMENT EXECUTED DELIVERED HEREWITH, COURSE CONDUCT, DEALING, STATEMENTS (WHETHER VERBAL WRITTEN), ACTIONS HOLDER COMPANY. PROVISION IS MATERIAL INDUCEMENT FOR HOLDER’S PURCHASING NOTE.
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Waiver Of Jury Trials
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The Lenders hereby temporarily waive compliance with Section 7.1(a) and (c) of the Credit Agreement, in each case for Reference Quarter ending March 31, 2017, which waiver shall terminate as June 30, 2017.
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Waivers
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The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations ordinances in connection the execution, delivery performance of this Agreement other Transaction Documents to which it is a party consummation transactions contemplated hereby thereby, including, without limitation, obtained permits qualifications required by any securities or “Blue Sky” laws for offer sale Securities Investor subsequent resale Registrable (or availability exemptions therefrom).
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Compliance With Laws
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