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Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien upon or with respect to any of its properties, whether now owned or hereafter acquired; file or suffer to exist under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor (other than an unauthorized financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor so long as such unauthorized financing statement is promptly terminated after the Loan Parties obtain knowledge thereof); sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, Permitted Liens. | 57Liens
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Executive, as one Party to this Section, and Cogentix and the current and former members of Cogentix’s Board of Directors who are signatories to this Agreement, as the other Party to this Section, agree to refrain from making, causing to be made (directly or indirectly), confirming or expressing agreement with any statement or announcement, whether written or oral or in any electronic medium, that relates to and constitutes an ad hominem attack on, or otherwise disparages or is critical of, personally or professionally, (a) the other Party to this Section, (b) the terms of this Agreement, (c) each Party’s advisors, or (d) any the other Party’s affiliated companies, on or following the date hereof, including but not limited to (i) in any document or report filed with or furnished to (or reasonably expected to be filed with or furnished to) the SEC or any other governmental agency, (ii) in any press release or other publicly available format, (iii) to any stockholder of Cogentix or prospective stockholder of Cogentix, (iv) to any journalist or member of the media (including, without limitation, in a television, radio, newspaper or magazine interview), (v) or otherwise in any written, oral or electronic statement, including but not limited social media. The foregoing shall not prevent the making of any factual statement in any compelled testimony or production of information, either by legal process, subpoena, or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. | 64Non-Disparagement
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If you die, the representative of your estate will, on the relevant Payment Date, be paid the amount or percentage of your Award that would have otherwise been payable pursuant to Paragraph 7, after such documentation as may be requested by the Committee is provided to the Committee. | 27Death
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This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Agreement may be accepted and/or executed by either party by electronic means, and any electronically accepted or executed document shall be treated as an original document. | 26Counterparts
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The Borrower will use the proceeds of the Term Loans in compliance with Section 5.10 . | 92Use Of Proceeds
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This Agreement shall become effective as of the Effective Date upon its execution and delivery by all of the parties. | 34Effectiveness
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Neither the Borrower nor Pangaea maintains any Plan, Multiemployer Plan or Foreign Pension Plan. | 39Erisa
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Subordinated Agent represents and warrants that all Subordinated Debt is owing only to, and is solely owned directly and beneficially by, Subordinated Creditors free and clear of all Liens, and that no Subordinated Creditor has previously assigned any interest in any Subordinated Debt. This Agreement may be changed, modified or waived only by a writing signed by Subordinated Agent and Senior Agent. All notices to be given under this Agreement must be in writing and shall be effective only when given at the addresses and to the attention of the Persons stated on the Address Schedule attached hereto, or at such other address or to the attention of such other Person as the recipient has designated after the date hereof in writing to the sending party. No party is obligated to give any other party any notices under this Agreement except as expressly set forth herein. Any communication or notice so addressed and mailed shall be deemed to be given (a) three (3) Business Days after deposit in the United States mails, with proper postage prepaid, (b) when sent after receipt of confirmation or answerback if sent by telecopy, or other similar facsimile transmission, (c) one (1) Business Day after deposited with a reputable overnight courier with all charges prepaid, or (d) when delivered, if hand-delivered by messenger. This Agreement may be executed and accepted in any number of counterparts, each of which shall be an original with the same effect as if the signatures were on the same instrument. The delivery of a copy of an executed counterpart of the signature page to this Agreement by telecopier or other electronic means (including by email) shall be effective as delivery of a manually executed counterpart of this Agreement. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, this Agreement shall be construed as not containing such provision and the invalidity of such provision shall not affect the validity of any other provisions hereof, and any and all other provisions hereof that otherwise are lawful and valid shall remain in full force and effect. The provisions of this Agreement shall govern and control in the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any Subordinated Notes, any Subordinated Debt Document or any other agreement, instrument or document to which Subordinated Agent or any Subordinated Creditor and any one or more of the Obligors is a party. The section headings of this Agreement are for convenience only and shall have no legal effect. | 59Miscellaneous
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The Credit Parties shall keep, and shall cause their respective officers, directors, employees, affiliates and attorneys to keep, all financial statements, reports and other proprietary information furnished to them by the Borrower, the Guarantor or their respective Affiliates (hereinafter collectively, the “Information”) confidential and shall not disclose such Information, or cause such Information to be disclosed, to any Person; provided , however , that (i) the Information may be disclosed to any Credit Party’s officers, directors, employees, affiliates, attorneys, partners, investors and other advisors as need to know the Information in connection with the Agent’s or Lenders’ administration of the Liabilities; (ii) the Information may be disclosed to any regulatory or other governmental authorities having jurisdiction over the Agent and Lenders as required in connection with the exercise of their regulatory activity; (iii) the Information may be disclosed to any prospective assignee or participant, who has agreed to be bound by the provisions of this Section 14-17 ; (iv) the Information may be disclosed in connection with the enforcement of the Liabilities by the Agent or any Lender to the extent required in connection therewith; (v) the Information may otherwise be disclosed to the extent required by law; and (vi) to such Credit Party’s financing sources. Notwithstanding anything herein to the contrary, “Information” shall not include, and each Credit Party (and each employee, representative, or other agent of the Agent and each Lender) may disclose to any and all Persons without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including options or other tax analyses) that are provided to any Credit Party (and each employee, representative, or other agent of any Credit Party) relating to such tax treatment and tax structure; provided , that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Revolving Credit, the Term Loan Facility and other transactions contemplated hereby. | 20Confidentiality
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The confidentiality, non-disclosure and non-use obligations set forth in Article 8 of the Master Collaboration Agreement, including each Party’s rights and obligations with respect to publicity and publications set forth in Sections 8.6 and 8.7.2 of the Master Collaboration Agreement, shall apply to the Parties’ performance of all activities under this License Agreement. | 20Confidentiality
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The parties agree that this Agreement shall be construed as if the parties jointly prepared it so that any uncertainty or ambiguity shall not be interpreted against any one party and in favor of the other. | 23Construction
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Reference is made to the final prospectus of the Parent, dated August 12, 2015 (the “ Prospectus ”). The Company has read the Prospectus and understands that the Parent has established the Trust Account for the benefit of the public stockholders of the Parent and the underwriters of the IPO pursuant to the Trust Agreement and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Parent may disburse monies from the Trust Account only for the purposes set forth in the Trust Agreement. For and in consideration of the Parent agreeing to enter into this Agreement, the Company hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees that it will not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Purchaser. | 97Waivers
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To Seller’s knowledge, without investigation, Seller has heretofore delivered to Buyer (or will make available to Buyer as part of the Documents) true complete copies of all Approvals secured by Seller. Seller has not received any currently effective notice in writing of any uncured material breach or default under any of the Approvals. | 5Approvals
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Any notice required or permitted hereunder shall be given (a) with respect to the Company or any other Grantor, at the address for the giving of notice to the Company then in effect under the Credit Agreement, and (b) with respect to the Administrative Agent or a Lender, at the Administrative Agent’s address indicated in Schedule 10.02 of the Credit Agreement. All such addresses may be modified, and all such notices shall be given and shall be effective, as provided in Schedule 10.02 of the Credit Agreement for the giving and effectiveness of notices and modifications of addresses thereunder. | 65Notices
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The Originator and each of its Subsidiaries is in compliance with all Laws applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. | 19Compliance With Laws
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The Company is not responsible for any of the Consultant’s travel, entertainment and other out-of-pocket costs. | 41Expenses
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The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of this Section 2.10 , on the date of each termination or reduction of the Revolving Committed Amount, the Commitment Fee accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced. | 46General
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As of the Closing Date, the Company and its Subsidiaries, on a consolidated basis, are, and after giving effect to the incurrence of all Loans and Obligations being incurred in connection herewith will be, Solvent. | 80Solvency
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Each holder of Registrable Securities will take all necessary or desirable action in connection with the consummation of any Piggyback Registration. including (a) agreeing to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Board; (b) completing and executing all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; and (c) providing in writing such information and affidavits as requested by the Board in connection with any registration statement or prospectus relating to such offering. | 45Further Assurances
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Except as otherwise provided in any Employment Agreement (as defined in Section 14 hereof) or determined by the Committee in its sole discretion or provided in Section 4, 5, 6 or 7 hereof, the Shares shall vest and the Restrictions shall lapse and thereby terminate and be of no further force or effect on the third anniversary of the Award Date (the “ Vesting Date ”) provided that you are continuously employed by the Company through such Vesting Date. | 95Vesting
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The Subscriber understands and agrees that this Subscription Agreement is not binding upon the Company until the other terms and conditions have been met, including the Offering Amount having been obtained, and the Company accepts the subscription, which acceptance is at the sole discretion of the Company and is to be evidenced by the Company’s completion, execution and delivery of this Agreement. | 13Binding Effects
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This 2016-A Servicing Supplement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to any otherwise applicable principles of conflict of laws. | 47Governing Laws
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Executive shall render on a full-time basis all of his business time and attention to business of the Company and its subsidiaries (collectively, the “ Company Group ”). Executive will have such authority and responsibilities and will perform such duties assigned to the Executive Vice President and Chief Operating Officer by the CEO, commensurate with his position as the Executive Vice President and Chief Operating Officer of the Company. If requested by the CEO, Executive will also serve as an officer or director of another member of the Company Group for no additional consideration. The principal place of Executive’s employment shall be Eagan, Minnesota, except that Executive acknowledges and agrees that he will be required to travel for business purposes. | 32Duties
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The rules of construction set forth in Section 1.02 of the Credit Agreement shall be applicable to this Mortgage mutatis mutandis . | 55Interpretations
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Each of Borrower and each Material Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others, except as could not reasonably be expected to have a Material Adverse Effect. There is no pending or, to Borrower’s or any Borrowing Base Guarantor’s knowledge, threatened Intellectual Property Claim with respect to Borrower, any Material Subsidiary or any of their Property (including any Intellectual Property) except as could not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 9.1.12 , neither Borrower, any Borrowing Base Guarantor, nor any other Material Subsidiary as of the date hereof pays or owes any Royalty or other compensation to any Person with respect to any Intellectual Property. All material Intellectual Property owned, used or licensed by, or otherwise subject to any interests of, Borrower or any Subsidiary as of the date hereof is shown on Schedule 9.1.12 . As of the date hereof, the manufacturing, marketing, distribution or disposition of Inventory is not subject to any Licenses (except ordinary course software Licenses). | 53Intellectual Property
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The representations and warranties made in this Agreement shall terminate upon the eighteen (18) month anniversary of the Closing Date, except for the Fundamental Representations, which shall survive as follows: the representations and warranties in Section 3.10 (Tax Matters), Section 3.11 (Environmental Matters), and Section 3.14 (Employee Benefits) shall survive until sixty (60) days following the expiration of the statute of limitations applicable thereto (giving effect to any waiver, mitigation or extension thereof) and all other Fundamental Representations shall survive in perpetuity. | 85Survival
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Company agrees to pay to Ms. Simonet $11,111.11 per calendar month (or portion thereof) during the Consulting Period for the performance of Services, which payment will be made no later than the tenth day of the calendar month following the calendar month during which Ms. Simonet performed Services under this Agreement. Pursuant to the terms of Ms. Simonet’s outstanding equity awards under the Company’s 2011 Equity Incentive Plan, Ms. Simonet will continue to vest in such outstanding equity awards during the Agreement Term, including, without limitation, the Consulting Period. For the avoidance of doubt, no pro rata portion of this amount shall be made for any partial months of Service during the Consulting Period. | 42Fees
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Seller shall not enter into any new service contracts or other similar agreements affecting the Property that will be binding on Buyer without the prior consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Buyer’s failure to approve or disapprove such service contracts within three (3) business days after Buyer’s receipt of Seller’s written request for such approval shall be deemed approval of the same. With respect to the Unilateral Agreement and Declaration (regarding off-site parking), Seller shall advise Buyer of any changes to the form attached hereto as Schedule 6(E)(2) requested by the County of Maui and Buyer shall have the right to review and approve such changes before Seller executes and delivers such Agreement to the County of Maui. | 1Agreements
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All the Loan Parties’ obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder. | 85Survival
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During Executive's employment and after Executive's employment with the Company terminates, the Company may, upon receiving Executive's prior written consent, which consent will not be unreasonably withheld, use Executive's image, likeness, voice or other characteristics in the Company's products or services. Executive shall release the Company from any causes of action that Executive may have arising out of the use, distribution, adaptation, reproduction, broadcast or exhibition of such characteristics, provided that the Company obtains Executive's prior written consent as described herein. | 74Releases
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THE PROVISIONS OF THIS PARAGRAPH 18 SHALL SURVIVE THE CLOSE OF ESCROW AND ANY TERMINATION OF THIS AGREEMENT. | 85Survival
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Each Loan Party has (a) not entered into the transaction contemplated by this Agreement nor executed any Loan Document with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. After giving effect to the Loans, each Loan Party is Solvent. No petition in bankruptcy has been filed against any Loan Party in the last seven (7) years, and no Loan Party in the last seven (7) years has made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of such Person’s assets or property, and to the actual knowledge of any Loan Party, no Person is contemplating the filing of any such petition against any Loan Party. | 80Solvency
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This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender that such Lender has executed it. | 13Binding Effects
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All questions concerning the governing law, construction, validity, enforcement and interpretation of and disputes regarding this Agreement shall be determined in accordance with the provisions of the Purchase Agreement. | 47Governing Laws
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Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally, or by electronic delivery in PDF format (followed by first-class mail), or seventy-two (72) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice. | 65Notices
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This Agreement and all rights hereunder shall be governed by the laws of the State of South Carolina, except to the extent governed by the laws of the United States of America in which case federal laws shall govern. The parties agree that any appropriate state court located in South Carolina or federal court for the District of South Carolina shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement shall be a proper forum in which to adjudicate such case or controversy. The parties consent and waive any objection to the jurisdiction or venue of such courts. | 47Governing Laws
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Neither Party may issue a press release or refer to the other Party publicly without such Party’s prior consent, which may not be unreasonably withheld. The foregoing excludes any disclosure required under applicable law or regulation, including Securities and Exchange Commission regulation, or by any governmental agency, in which case the Party required to make the press release or public disclosure shall use commercially reasonable efforts to obtain the approval of the other Party as to the form, nature and extent of the press release or public disclosure prior to issuing the press release or making the public disclosure. | 71Publicity
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All notices required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) transmitted by first class registered or certified United States mail, postage prepaid, return receipt requested, (iii) sent by prepaid overnight courier service, or (iv) sent by telecopy or facsimile transmission, answer back requested, to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith. Such notices shall be effective (i) if delivered personally or sent by courier service, upon actual receipt by the intended recipient, (ii) if mailed, upon the earlier of five days after deposit in the mail or the date of delivery as shown by the return receipt therefor, or (iii) if sent by telecopy or facsimile transmission, when the answer back is received. The Company or Director may change, at any time and from time to time, by written notice to the other, the address that the Company or Director had theretofore specified for receiving notices. Until such address is changed in accordance herewith, notices under this Agreement shall be delivered or sent (i) to Director at Director’s address as set forth in the records of the Company, or (ii) to the Company at the principal executive offices of the Company clearly marked “Attention: Lee Robison”. | 65Notices
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THIS AMENDMENT 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 CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK . | 47Governing Laws
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This Agreement may be executed in counterparts (and by facsimile and .pdf format), each of which shall be deemed to be an original and all of such counterparts together shall constitute one and the same instrument. | 26Counterparts
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The Agreement, together with the Appendices and Schedules, constitutes the entire agreement between the parties with respect to the subject-matter hereof and supersedes any and all written or oral prior agreements and understandings between the parties. No terms or conditions of either party’s invoice, purchase order or other administrative document (unless signed by authorized representatives of both parties and expressly referencing that it amends this Agreement) will be effective as a modification of the terms and conditions of this Agreement or a Schedule, regardless of the other party’s failure to object to such form. | 38Entire Agreements
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The Borrower, the Agent and Lenders hereby irrevocably submit to the non-exclusive jurisdiction of any United States Federal Court or Michigan state court sitting in Detroit, Michigan in any action or proceeding arising out of or relating to this Agreement or any of the Loan Documents and the Borrower, Agent and Lenders hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in any such United States Federal Court or Michigan state court. Borrower irrevocably consents to the service of any and all process in any such action or proceeding brought in any court in or of the State of Michigan by the delivery of copies of such process to it at the applicable addresses specified on the signature page hereto or by certified mail directed to such address or such other address as may be designated by it in a notice to the other parties that complies as to delivery with the terms of Section 11.6. Nothing in this Section shall affect the right of the Lenders and the Agent to serve process in any other manner permitted by law or limit the right of the Lenders or the Agent (or any of them) to bring any such action or proceeding against any Credit Party or any of their property in the courts with subject matter jurisdiction of any other jurisdiction. Borrower irrevocably waives any objection to the laying of venue of any such suit or proceeding in the above described courts. | 21Consent To Jurisdiction
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This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any benefits deliverable to Executive under this Agreement have not been delivered at the time of Executive’s death, such benefits shall be delivered to the beneficiary or beneficiaries designated by Executive in a writing filed with the Company in such form and at such time as the Company shall require. If Executive fails to designate a beneficiary, or if the designated beneficiary does not survive Executive, any benefits distributable to Executive shall be distributed to the legal representative of the estate of Executive. | 84Successors
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No covenant, term or condition of this Agreement, other than as expressly set forth herein, shall be deemed to have been waived by Seller or Buyer unless such waiver is in writing and executed by Seller or Buyer, as the case may be. | 63No Waivers
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In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event that affects the shares of Common Stock (including, without limitation, a Change in Control); or (ii) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such proportionate substitution or adjustment, if any, as it deems equitable, including without limitation, adjusting any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan) or any Sub-Plan; and (C) the terms of any outstanding Award, including, without limitation, (I) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (II) the Exercise Price or Strike Price with respect to any Award; or (III) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals); provided , that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment under this Section 12 shall be conclusive and binding for all purposes. | 46General
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(a) The Company hereby agrees to employ the Employee, and the Employee hereby agrees to accept such employment with the Company, beginning on June 18, 2012 and continuing for the period set forth in Section 2 hereof, all upon the terms and conditions hereinafter set forth. | 35Employment
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If the Company terminates the Executive’s employment during the Employment Period because of the Executive’s Disability, the Company shall pay to the Executive within thirty (30) days following the Date of Termination any accrued but unpaid Base Salary through the Date of Termination. All other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company pursuant to Section 5 shall be paid in accordance with the terms of such arrangements. In addition, if the Company terminates the Executive’s employment during the Employment Period because of the Executive’s Disability, then all equity-based awards granted by the Company that are outstanding and unvested on the Date of Termination shall become fully vested on the Date of Termination, and the Executive shall be entitled to the COBRA payments provided under Section 8.6(b) . Except as otherwise set forth herein, the Company shall have no further obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee benefit plan and any disability or other medical insurance policy for the benefit of the Executive). | 30Disability
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Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “ special cause of loss form ” or “ all risk form ” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and having a claims-paying or financial strength rating of any one of the following: (i) at least “ A-:VIII ” from A.M. Best Company, (ii) at least “ A3 ” (or the equivalent) from Moody's Investors Service, Inc. or (iii) at least “ A- ” from Standard & Poor's Ratings Services (collectively the “ Insurance Rating Requirements ” ), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the borrower and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property. | 51Insurances
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Except as set forth on Schedule 9 attached hereto and made a part hereof, Schedule 9 to the Prior Perfection Certificate sets forth a true and correct list of all duly authorized, issued and outstanding types of stock or membership interests of the Borrowers and each other Credit Party (other than the Parent Guarantor) and their Subsidiaries and the record and beneficial ownership of such stock or membership interests setting forth the percentage of such equity interests pledged under the Credit Agreement, the Pledge Agreements and/or the Security Agreements. In addition, except as set forth on Schedule 9 attached hereto and made a part hereof, Schedule 9 to the Prior Perfection Certificate sets forth a list of each equity investment of the Borrower and each other Credit Party that represents 50% or less of the equity investment of the entity in which such investment was made setting forth the percentage of such equity interests pledged under the Credit Agreement, the Pledge Agreements and/or the Security Agreements. | 83Subsidiaries
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No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the parties to be charged therewith. | 60Modifications
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This Agreement may be signed in one or more counterparts, each of which shall be an original and all of which together shall constitute one agreement. | 26Counterparts
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This Agreement shall be binding upon and inure to the benefit of any successor or successors of you or the Company. | 84Successors
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This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby, the relationship of the parties hereunder, or the interpretation and enforcement of the rights and duties of the parties, whether arising in contract, tort, equity or otherwise, shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to contracts made in that state, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Delaware. | 4Applicable Laws
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In the event that any provision of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions hereof. The remaining provisions will continue to be valid and fully enforceable. | 79Severability
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The compensation and benefits specified in this Section 3 and in Section 5 of this Agreement shall be in lieu of any and all other compensation and benefits, except compensation that Executive will receive in connection with her role as Executive Vice President and General Counsel of vTv. Payment of all compensation and benefits to Executive specified in this Section 3 and in Section 5 of this Agreement (i) shall be made in accordance with the relevant Company policies in effect from time to time to the extent the same are consistently applied, including normal payroll practices, and (ii) shall be subject to all legally required and customary withholdings. | 68Payments
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Other than the Placement Agents, no Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company. No Investor shall have any obligation with respect to any fees, or with respect to any claims made by or on behalf of other Persons for fees, in each case of the type contemplated by this Section 4.22 that may be due in connection with the transactions contemplated by this Agreement or the Transaction Documents. | 15Brokers
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If the Executive shall be disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions under this Agreement, with or without reasonable accommodation, the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer for the remainder of the Term or during the period of such disability. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive’s full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer’s policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to the period set forth in Section 7(b)(i) below. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer (to whom the Executive or the Executive’s guardian has no reasonable objection) as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Employer’s determination of such issue shall be binding on the Executive. Nothing in this Section 6(e) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U .S.C. §2601I et seq . and the Americans with Disabilities Act, 42 U.S.C. §121OJ et seq . | 30Disability
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No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor. | 15Brokers
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THE PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH ITS SPECIFIC INTENT OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS, WITHOUT BOND, TO PREVENT OR CURE BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED BY LAW OR EQUITY, AND ANY PARTY SUED FOR BREACH OF THIS AGREEMENT EXPRESSLY WAIVES ANY DEFENSE THAT A REMEDY IN DAMAGES WOULD BE ADEQUATE. | 81Specific Performance
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EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. | 96Waiver Of Jury Trials
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The Company and its ownership and operation of its business are in compliance with all applicable Laws in all material respects. The Company has no Knowledge of any changes to its business nor in any regulations, licensing requirements or orders to which the Company or any of the Company’s Employees (because of their activities on behalf of their employer) are subject that would have a Material Adverse Effect on the Company. | 19Compliance With Laws
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This Agreement may be executed in counterparts, each of which shall be deemed an original and each of which shall together constitute one and the same agreement. This Agreement will not become enforceable until executed by the Company and following the expiration of the revocation period. | 26Counterparts
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The language used in this Agreement will be construed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against either party. | 23Construction
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Except as set forth in the SEC Reports or reported on a Form 3, 4 or 5 filed with the Commission, in either case at least ten days prior to the date hereof, none of the executive officers, directors or employees of the Company is presently a party to any transaction with the Company (other than for ordinary course services as employees or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the Company’s Knowledge, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner. | 91Transactions With Affiliates
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This Agreement, the Purchase Agreement and the other documents delivered pursuant to the Purchase Agreement (including the Warrant, Series A Certificate of Designations, Registration Rights Agreements, and Term Sheet, each as defined therein), constitute the full and entire understanding and agreement between the parties with regard to the subjects of this Agreement and such other agreements and documents. | 38Entire Agreements
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The “Effective Date” of the Plan shall be October 27, 2016. The “Plan Year” shall be the 12-consecutive month period beginning on January 1 and ending on December 31; provided, however, that, the first Plan Year shall be a short Plan Year beginning on the Effective Date and ending on December 31, 2016. | 33Effective Dates
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Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Landlord” under the Leases, and Assignee hereby assumes all of Assignor’s duties and obligations as “Landlord” under the Leases arising on and after the Effective Date. | 7Assignments
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Sublessor will lease the Aircraft to Sublessee for a term of 36 months commencing __________, 20__ and terminating on __________, 20__, unless sooner terminated as provided in Section 2 below (the “ Term ”), provided that Sublessor will have the option to renew this Sublease for one two-year term and, in the event Sublessor elects to exercise such renewal option, the Term will continue until __________, 20__. | 89Terms
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In case any provision in this Agreement shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of such contract and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. | 79Severability
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This Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Iowa without regard to principles of conflicts of law. | 47Governing Laws
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Employee agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees. Employee shall direct any inquiries by potential future employers to the Company’s human resources department and A10 agrees to a neutral employment reference, and upon inquiry, the Company shall provide only Employee’s job title, dates of employment, and if authorized by employee in writing, his salary information. | 64Non-Disparagement
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At the Closing upon the terms and subject to the conditions set forth herein, (a) Purchaser shall purchase from the Sellers, and one or more of their direct or indirect Subsidiaries, and the Sellers shall, or shall cause one or more of their direct or indirect Subsidiaries to, as applicable, sell, convey, assign, transfer and deliver to Purchaser, the Transferred Assets, and (b) the Sellers shall, or shall cause one or more of their direct or indirect Subsidiaries, as applicable, to assign, and Purchaser shall assume and become responsible for paying, performing and discharging, the Assumed Liabilities. | 77Sales
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This Sixth Amendment may be executed in multiple counterparts, each of which shall constitute an original, with the same effect as if the signatures thereto were upon the same instrument. If any signature to this Sixth Amendment is delivered by facsimile transmission or by e-mail delivery of a portable document format (.pdf or similar format) data file, then such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf’ signature page were an original thereof. This Sixth Amendment shall become effective when both Sublandlord and Subtenant have received a counterpart hereof signed by the other. | 26Counterparts
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Each Bank appoints and designates AgStar Financial Services, PCA as Agent hereunder. The Agent may, and each Bank authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Interest, for Agent's benefit and the pro rata benefit of Banks. Each Bank agrees that any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Banks. Each Bank hereby further appoints and authorizes the Agent to take such action as agent on its behalf and on behalf of each of its Affiliates who are owed Loan Obligations (each such Affiliate by acceptance of the benefits of the Loan Documents hereby ratifying such appointment) and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or the other Loan Documents (including enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law. | 10Authorizations
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In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and reasonably determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Grantor agrees to use its commercially reasonable efforts to assist and aid the Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers. | 22Consents
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This instrument contains the entire agreement of the parties relating to the subject matter hereof, and supersedes in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof[, including without limitation, the Prior Agreement, which shall terminate as of the Effective Date]. | 38Entire Agreements
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Each of Holdings and its Subsidiaries possesses all franchises, licenses and permits, patents, copyrights, trademarks and trade names, and rights in respect of the foregoing, material and necessary to the conduct of its business without known conflict with any rights of others. | 53Intellectual Property
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The Member and each person who is or has agreed to become an Officer of the Company, or each such person who serves or has agreed to serve at the request of the Company as a director or officer of another corporation, limited liability company, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Company to the fullest extent permitted by the Act or any other applicable laws as now or hereafter in effect. The right to indemnification conferred in this Section 11 shall include the right to be paid by the Company the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. Without limiting the generality or effect of the foregoing, the Company may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Section 11. Notwithstanding the foregoing, this indemnity shall not apply to actions brought or threatened by an Officer or which constitute simple negligence (except as provided in the succeeding sentence), gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement. This indemnity shall apply to actions constituting simple negligence, but only to the extent that the Company actually receives payment of the proceeds of insurance covering the liability of the Company for such negligence. The Company may purchase and maintain insurance to protect itself, the Member and any Officer, employee or agent of the Company, whether or not the Company would have the power to indemnify such party under this Section 11. This indemnification obligation shall be limited to the assets of Company and no Member shall be required to make a capital contribution in respect thereof. | 49Indemnifications
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This Agreement has been duly executed and delivered by Parent, Borrower Holdco and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (c) implied covenants of good faith and fair dealing and (d) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties. | 36Enforceability
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This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same Agreement. Facsimile copies shall be deemed to be originals of the original executed document. | 26Counterparts
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This Supplemental Indenture, together with the Indenture, shall be governed by and construed in accordance with the laws of the State of New York. | 47Governing Laws
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Seller shall notify Purchaser prior to Closing of all Known Preferential Rights and Consents that have not been waived or granted, as applicable, or that have been exercised in the case of preferential rights to purchase, and the Assets to which they pertain. In no event shall there be included in the Conveyances at Closing any Asset subject to an unsatisfied consent requirement that would be triggered by the purchase and sale of Assets contemplated by this Agreement and provides that transfer of the Asset without consent will result in (i) a termination or other material impairment of any existing rights in relation to such Asset, or (ii) the payment of liquidated damages absent the consent (such consent requirement, a “ Consent Requirement ”); provided that any consent requirement that by its terms may not be unreasonably withheld shall not be considered a Consent Requirement. In cases where the Asset subject to a Consent Requirement is a Contract and Purchaser is assigned the Properties to which the Contract relates, but the Contract is not transferred to Purchaser due to the unwaived Consent Requirement, Seller shall continue after Closing to use commercially reasonable efforts to obtain the applicable consent so that Seller’s right, title and interest in such Contract can be transferred to Purchaser upon the receipt of such consent. In cases where the Asset subject to a Consent Requirement is a Property and the third Person consent to the sale and transfer of such Property is not obtained on or prior to the Closing Date, Purchaser may elect to treat the unsatisfied Consent Requirement as a Title Defect by giving Seller notice thereof in accordance with Section 3.4(a) , except that such notice may be given on or prior to the Closing Date; provided, however , the Title Defect Amount for such Property may not be used in meeting the Title Defect Deductible, and Seller may elect to cure such unsatisfied Consent Requirement under Section 3.4(c) , in which event the provisions of Section 3.4(c) shall apply, provided further that the affected Asset shall be excluded from the Assets for purposes of Closing until the Consent Requirement is waived or satisfied (unless otherwise agreed by Seller and Purchaser). In cases where an Asset is subject to a third Person consent requirement that is not a Consent Requirement, the Asset shall be included in the Assets at Closing (unless excluded pursuant to the other provisions of this Agreement) and Purchaser shall be responsible after Closing for satisfying such consent requirement at its sole cost, risk and expense, to the extent the applicable consent was not obtained or waived on or prior to Closing. If an unsatisfied Consent Requirement for which a Purchase Price adjustment is made at Closing is subsequently satisfied prior to the date of the final determination of the Final Settlement Statement (the “ Final Settlement Date ”), Seller shall receive an additional upward adjustment to the Purchase Price in the Final Settlement Statement equal to the amount of the previous reduction in the Purchase Price on account of the Consent Requirement and the provisions of this Section 3.5 shall no longer apply except for the assignment made under the next sentence. Within five (5) Business Days of the satisfaction of any Consent Requirement that was unsatisfied at Closing, but prior to the Final Settlement Date, but was subsequently satisfied after Closing, Seller shall assign to Purchaser using substantially the same form as the Conveyance, to the extent previously unassigned, each Property subject to such Consent Requirement and, to the extent not previously included in the adjustments to the Purchase Price at Closing, the Parties shall account to one another under Section 2.2 and Section 2.3 . | 22Consents
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The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions not materially less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and (c) transactions in connection with the agreements set forth on Schedule 6.05. | 91Transactions With Affiliates
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Notices hereunder must be in writing, delivered personally or sent by registered or certified U.S. mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to CommScope Holding Company, Inc., 1100 CommScope Place, SE, Hickory, North Carolina 28602, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Optionee. Notices to Optionee will be directed to the address of Optionee then currently on file with the Company, or at any other address given by Optionee in a written notice to the Company. | 65Notices
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This Guaranty shall not terminate until such time, if any, as (i) all Obligations shall be finally and irrevocably paid in full in cash, (ii) no Notes shall remain outstanding, (iii) all commitments to lend under the Purchase Agreement shall have terminated and (iv) there shall exist no other outstanding payment or reimbursement obligations (other than contingent indemnification obligations for which no claims shall have been asserted) of the Borrower or the Guarantors to the Agent under any of the Transaction Documents. Thereafter, but subject to the following, Agent, on its behalf and as agent for Purchasers, shall take such action and execute such documents as the Guarantors may request (and at the Guarantors’ cost and expense) in order to evidence the termination of this Guaranty. Payment of all of the Obligations the owing from time to time shall not operate as a discontinuance of this Guaranty. Each Guarantor further agrees that, to the extent that any Company makes a payment or payments to Purchasers or Agent on the Obligations, or Purchasers or Agent receive any proceeds of collateral securing the Obligations or any other payments with respect to the Obligations, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to any Company, its estate, trustee, receiver, debtor in possession or any other person or entity, including, without limitation, the Guarantors, under any insolvency or bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred, and this Guaranty shall continue in full force notwithstanding any contrary action which may have been taken by any Purchaser or Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to any Purchaser’s or Agent’s rights under this Guaranty and shall be deemed to have been conditioned upon such payment having become final and irrevocable. | 88Terminations
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The Company hereby covenants and agrees that the proceeds from the sale of Shares net of expenses shall be used to fund all or a portion of the purchase price under the PHMD APA. | 92Use Of Proceeds
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The provisions of this Article 8 shall survive the PE Unit Closing and termination of this Agreement. | 85Survival
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The Severance Benefit hereunder shall be reduced by all applicable income, employment or other taxes withheld by the Company from such payment. | 99Withholdings
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Before and after giving effect to the making of each Advance and the issuance or increase of each Letter of Credit, in each case, after the Effective Date, the Borrower and its Restricted Subsidiaries are, when taken as a whole, Solvent. | 80Solvency
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(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17 ) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. | 87Taxes
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Adjustments under this Section 12 related to stock or securities of the Company shall be made by the Administrator, whose determination in that respect shall be final, binding, and conclusive. | 0Adjustments
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If any provision of this Agreement is held to be unenforceable for any reason, it will be adjusted rather than voided, if possible, to achieve the intent of the parties. All other provisions of this Agreement will be deemed valid and enforceable to the extent possible. | 79Severability
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All headings are for convenience only and shall not be used in interpreting any text to which they relate. | 48Headings
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THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. | 38Entire Agreements
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In the event of the occurrence of a Change in Control, 100% of the then unvested portion of the Options granted hereunder and not previously forfeited shall immediately become fully vested and non-forfeitable, provided that the Participant remains in Service on the date of consummation of the Change in Control. | 17Change In Control
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This Agreement shall be binding upon, and shall inure to the benefit of, the Members, and their respective heirs, executors, administrators, successors and assigns. There shall be no third party beneficiaries of this Agreement. | 12Benefits
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The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at FCRE’s offices at 60 Broad Street, 34th Floor, New York, NY, or such other location in Manhattan which is mutually agreeable to the Parties, on the date of the execution of this Agreement if the conditions to closing as set forth in Article V hereof have been met, or the first business day after the conditions to closing as set forth in Section 5.1, 5.2 and 5.3 hereof have been met or waived by each of the Parties by notice to each of the other Parties hereto, time being of the essence (the “Closing Date”). The Parties and their representatives may participate in the Closing by electronic means and electronic delivery of signed documents. The Closing shall be deemed to occur as of midnight at the end of the Closing Date. | 18Closings
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This Agreement and the other Indenture Documents to which such Grantor is a party constitute legal, valid and binding obligations of such Grantor, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and except to the extent specific remedies may generally be limited by equitable principles. | 36Enforceability
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This Agreement and the rights and obligations hereunder shall be binding on and inure to the benefit of successors of the parties hereto. This Agreement and the rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, by Voce without the express written consent of the Company. | 7Assignments
|
(i) Use the proceeds of the facility created by this Agreement solely for the following purposes: the issuance of the Letter of Credit to support the payment of principal, and interest on the principal amount, or purchase price, of the Bonds and (ii) will not request any Liquidity Advance or the Letter of Credit, and the Applicant shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Liquidity Advance or the Letter of Credit (x) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (y) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activity, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (z) in any manner that would result in the violation of any Sanctions applicable to any party hereto. | 92Use Of Proceeds
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