text
stringlengths 22
7.8k
| label
class label 100
classes |
|---|---|
As of the date hereof, the authorized capital stock of the Company consists of: (i) 100,000,000 shares of Common Stock, of which approximately 28,581,932 shares are issued and outstanding; and (ii) 0 shares of preferred stock, of which approximately 0 are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and any other convertible promissory note issued to the Buyer) exercisable for, or convertible into or exchangeable for shares of Common Stock and 9,333,333 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date. | 16Capitalization
|
Executive shall be entitled to earn and use paid time off (“ PTO ”) pursuant to the Company’s PTO policy as in effect from time to time for similarly situated executives of the Company. | 93Vacations
|
The parties do not anticipate that there will be any out-of-pocket expenses incurred by Consultant in connection with the performance of the Services. Accordingly, unless set forth otherwise in the SOW, or otherwise pre-approved by Marvell, Marvell will have no obligation to reimburse Consultant for any expenses incurred in connection with this Agreement. | 41Expenses
|
Subject to the restrictions on transfer described herein and in the Purchase Agreement, the rights and obligations of the Company and the Holder shall be binding upon, and inure to the benefit of, the successors, assigns, heirs, administrators and transferees of the parties. Without the prior written consent of the Holder, which may be withheld in the Holder’s sole discretion, this Warrant may not be assigned by the Company except to a successor in the event of a Fundamental Transaction. | 7Assignments
|
The Investor agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. | 24Cooperation
|
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. | 84Successors
|
Executive’s employment under this Agreement will terminate upon his death during the term of this Agreement, in which event Executive’s estate or beneficiary shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death for a period of one (1) year following Executive’s death (payable in accordance with the regular payroll practices of the Company). In addition, for one (1) year following Executive’s death, the Company will continue to provide medical, dental and vision coverage substantially comparable to the coverage, if any, maintained by the Company for Executive and his family immediately prior to Executive’s death. Such continued benefits will be fully paid for by the Company. | 27Death
|
Notwithstanding anything in this Agreement to the contrary, each of Acquiror and Seller are responsible for payment of any tax for which it is required to pay to the applicable Governmental Entity in connection with the purchase of the Compound. In the event any tax or similar amount is paid or required to be withheld by Acquiror or any Affiliate thereof for the benefit of Seller on account of any royalties or other payments payable to Seller under this Agreement, the corresponding amounts payable to Seller shall be reduced by the amount of taxes or similar amounts deducted and withheld, and Acquiror shall pay the amounts of such taxes or similar amounts to the proper Governmental Entities in a timely manner and promptly transmit to Seller an official tax certificate or other evidence of such tax or other obligations together with proof of payment from the relevant Governmental Entity of all amounts deducted and withheld sufficient to enable Seller to claim such payment of taxes or similar amounts. Any such withholding taxes or similar amounts required under applicable Law to be paid or withheld shall be an expense of, and borne solely by, Seller. Acquiror will provide Seller with, at Seller’s expense, reasonable assistance to enable RNR to recover such taxes or amounts otherwise withheld as permitted by Law. | 87Taxes
|
This Amendment shall be governed by and construed in accordance with the laws of the State of New York (excluding the choice of law rules thereof). | 47Governing Laws
|
The section and other headings contained in this Guaranty are for reference purposes only and shall not affect interpretation of this Guaranty in any respect. This Guaranty has been fully negotiated between the applicable parties, each party having the benefit of legal counsel, and accordingly neither any doctrine of construction of guaranties or suretyships in favor of the guarantor or surety, nor any doctrine of construction of ambiguities in agreements or instruments against the party controlling the drafting thereof, shall apply to this Guaranty. | 23Construction
|
Sub-Subtenant represents and warrants that it is duly formed in the State of Washington and that Subtenant has full right and authority to execute, deliver and perform this Sub-Sublease. Sub-Subtenant represents and warrants to the Sub-Sublandlord that neither its execution, delivery of performance of this Sub-Sublease shall cause it to be in violation of any agreement, instrument, contract, law, rule or regulation by which it is bound, and Sub-Subtenant shall protect, defend, indemnify and hold Sub-Sublandlord harmless against any claims, demands, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising from a breach of this representation and warranty by Sub-Subtenant. | 9Authority
|
Except as provided in Sections 3 and 22 hereof, this Agreement represents and contains the entire agreement and understanding between and among the parties with respect to the subject matter hereof, and all previous statements or understandings, whether express or implied, oral or written, relating to the subject matter hereof are fully and completely extinguished and superseded by this Agreement. | 38Entire Agreements
|
No representation or warranty made by any of the Note Parties or any of the Restricted Subsidiaries in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or any other Note Document contains any untrue statement of a material fact or omits to state any fact necessary to make the statements herein or therein as of the Fourth Fifth Amendment Closing Date and when taken as a whole, not misleading in any material respect. There is no fact known to any of the Note Parties or any of the Restricted Subsidiaries or which reasonably should be known to such Note Party or any such Restricted Subsidiary, as applicable, which such Note Party or such Restricted Subsidiary, as applicable, has not disclosed to Agent or the Purchasers in writing with respect to the transactions contemplated by this Agreement and the Note Documents which would reasonably be expected to have a Material Adverse Effect. | 31Disclosures
|
The Administrative Agent shall have received a properly completed and signed IRS Form W‑8 or W-9, as applicable, for the Borrower. | 86Tax Withholdings
|
Each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the Administrative Agent and the Secured Parties (collectively, the “ Indemnified Persons ”), and their respective successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent or any Secured Party is a party thereto) imposed on, incurred by or asserted against the Administrative Agent or the Secured Parties, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Security Agreement or any other Loan Document, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Administrative Agent or the Secured Parties or any Grantor, and any claim for patent, trademark or copyright infringement); provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such liabilities, damages, penalties, suits, costs or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. | 50Indemnity
|
Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. , its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. | 80Solvency
|
No modification, amendment or waiver of any provision of this Article XII, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle any Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances. | 60Modifications
|
This Agreement constitutes the entire agreement between the parties with respect to the matters described herein and supersedes all prior agreements and understandings both written and oral, among the parties with respect to the subject matter hereof (including, without limitation, the Offer Letter), and there are no representation, warranties or commitments, other than those in writing executed by the parties hereto; provided , however , that Czerepak’s reimbursement obligations to Altimmune for the sign-on bonus and the relocation allowance under the Offer Letter shall survive until the first anniversary of Czerepak’s employment commencement date with Altimmune. | 38Entire Agreements
|
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully executed agreement, with the same effect and validity as a single, original agreement signed by all of the Parties. | 26Counterparts
|
Agreement: You understand that your employment is at will and either you or the Company may terminate the employment relationship at any time with or without cause and with or without notice. None of the provisions herein constitute a guarantee of continued employment or change your " at-will" employment status . | 35Employment
|
Capitalized terms used but not defined herein (including in the preamble and recitals hereto) shall have the meanings assigned to such terms in the Credit Agreement. The principles of interpretation set forth in Section 1.03 of the Credit Agreement also apply to this Amendment No. 1. | 28Defined Terms
|
Assignor hereby sells, assigns, transfers, grants, delivers and conveys to Assignee (i) all of Assignor’s rights, title, and interest in and to the Assets, free and clear of all liens and encumbrances except for (A) the first priority security interest granted to AIP Asset management Inc. (the “Secured Party”) in the “Pledged Collateral” as that term is defined in that certain Security Agreement entered into by the parties thereto on April 24, 2017 in connection with and as a condition to the execution of that certain Note Purchase Agreement by and between the Assignor and the Secured Party dated April 20, 2017, and (B) the second priority lien on the accounts receivable of the Assignee and the Assignor, as the case may be, relating to the solar engineering, procurement and construction business of SolBright transferred to the Assignee by way of this Agreement, and (ii) all of its obligations under the Assumed Liabilities. Assignee hereby accepts such assignment of, and all right, title and interest in, the Assets and assumes the Assumed Liabilities as of the date hereof. | 7Assignments
|
All agreements, representations and warranties made herein and in every other Financing Document, other than those made in Section 3.26, which shall expire 6 months following the Closing Date, shall survive the execution and delivery of this Agreement and the other Financing Documents and the other Operative Documents. The provisions of Section 2.10 and Articles 11 and 12 shall survive the payment of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this Agreement and any judgment with respect to any Obligations, including any final foreclosure judgment with respect to any Security Document, and no unpaid or unperformed, current or future, Obligations will merge into any such judgment. | 85Survival
|
The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with its business and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). None of, and the Company has not received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned. The Company has not received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its intellectual property, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Intellectual Property Rights of the Company are set forth in the SEC Reports. | 53Intellectual Property
|
The Executive shall be entitled to participate in the Company’s health, life insurance, disability, dental, retirement, savings, flexible spending accounts and other employee benefit and fringe benefit plans, programs and arrangements, if any, on the same basis as benefits are generally made available to other senior executives of the Company. The Executive shall be entitled to four (4) week’s paid vacation per calendar year in accordance with the Company’s policy, pro-rated for the first calendar year. | 12Benefits
|
All obligations of Applied under the Terms with respect to the RSUs shall be binding upon any successor to Applied, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all, or substantially all, of the business and/or assets of Applied. Notwithstanding the provisions of Section 4, in the event any such successor does not agree to be bound by the Terms, the RSUs granted hereunder shall immediately become vested. | 84Successors
|
The Borrowing to be made on the Effective Date shall be made pursuant to the applicable Notices of Borrowing given not later than 1:00 p.m. (New York City time) on the Effective Date by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice of such proposed Borrowing, by facsimile or telex. Each Notice of Borrowing shall be by facsimile or telex, confirmed promptly by the Borrower with a hard copy (other than with respect to notice sent by facsimile), specifying (i) the requested date of such Borrowing, (ii) the requested Type of Advances comprising such Borrowing, (iii) the aggregate amount of such Borrowing, and (iv) if such Borrowing is to be comprised of Eurodollar Advances, the requested Interest Period for each such Advance; provided that, and all Borrowings to be made on the Effective Date shall consist only of Base Rate Advance (unless the initial Lenders and the Administrative Agent otherwise agree) which may, subject to the terms of this Agreement, be thereafter Converted into Eurodollar Advances. In the case of a proposed Borrowing comprised of Eurodollar Advances, the Administrative Agent shall promptly notify each Lender of the applicable interest rate under Section 2.6(b). Each Lender shall, before 2:00 p.m. (New York City time), make available for the account of its applicable Lending Office to the Administrative Agent at its address referred to in Section 9.9, or such other location as the Administrative Agent may specify by notice to the Lenders, in same day funds, such Lender’s Pro Rata Share of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the Borrower at its account with the Administrative Agent or as otherwise directed by the Borrower with written notice to the Administrative Agent. | 65Notices
|
This Agreement shall be governed by and construed in accordance with the laws of the state of New York applicable to contracts made and to be performed in the state of New York. | 47Governing Laws
|
On the date hereof, the Existing Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Security Agreement shall thereafter be of no further force and effect, except that the Grantors, the Administrative Agents and the Lenders agree that (a) Liens created under the Existing Security Agreement shall continue to exist under and be evidenced by this Agreement, (b) the Existing Security Agreement shall continue to evidence the representations and warranties made by the Grantors prior to the date hereof, (c) except as expressly stated herein or amended, the other Credit Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and (d) the Existing Security Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Security Agreement prior to the date hereof (including any failure, prior to the date hereof, to comply with the covenants contained in the Existing Security Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Credit Agreements existing prior to the date hereof. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Security Agreement. On and after the date hereof, (x) all references to the Existing Security Agreement (or to any amendment or any amendment and restatement thereof) in the Credit Documents (other than this Agreement) shall be deemed to refer to the Existing Security Agreement, as amended and restated hereby, (y) all references to any section (or subsection) of the Existing Security Agreement or in any Credit Document (but not herein) shall be amended to become, mutatis mutandis , references to the corresponding provisions of this Agreement and (z) except as the context otherwise provides, on or after the date hereof, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Security Agreement, as amended and restated hereby. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of the Credit Documents remain in full force and effect unless specifically amended hereby or by any other Credit Document. | 2Amendments
|
Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ Sale and Servicing Agreement ”) among Santander Drive Auto Receivables Trust 2017-3, Santander Consumer, as Servicer, the Purchaser, as Seller, and Wells Fargo Bank, National Association, as Indenture Trustee, which also contains rules as to usage that are applicable herein. | 29Definitions
|
This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained. | 13Binding Effects
|
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Company Purchased Securities pursuant to this Agreement shall be obtained and effective as of such Closing. | 72Qualifications
|
This Warrant, together with the Credit Agreement and the Registration Rights Addendum, constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Warrant, the Credit Agreement and the Registration Rights Addendum, the statements in the body of this Warrant shall control. | 38Entire Agreements
|
The Administrative Agent shall have received the results of a recent lien, bankruptcy and judgment search in each relevant jurisdiction with respect to the Loan Parties and the Equity Pledgor and such search shall reveal no Liens on any of the Pledged Collateral or other assets of the Loan Parties and the Equity Pledgor except, in the case of Collateral other than Pledged Collateral, for Permitted Liens and except for Liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent. | 57Liens
|
The Company will execute and deliver such further instruments and do such further acts and things as may be reasonably required by Purchasers to carry out the intent and purposes of this Agreement. | 45Further Assurances
|
Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars in immediately available funds at the Funding Office. | 68Payments
|
In the event that any reason for termination by the Company under paragraph C.2(a) above, or by Executive in the case of a Constructive Termination, may be cured by Executive, or the Company, as the case may be, then the Company, or Executive, shall first give a written notice to the other (by mail, or by email, or by fax, to the last known address of the recipient; said notice being deemed given, if by mail, as of the earlier of four days after mailing or as of the date when actually received, or, if by email or fax, when sent), specifying the reason for termination and providing a period of 30 days to cure the fault or reason specified. Lacking such cure within said 30 days, or if the notified party earlier refuses to effect the cure, the termination shall then be deemed effective. If such cure is so made, the termination shall not then be deemed effective, but any later conduct of a similar nature constituting a reason for termination shall allow the Company, or Executive, as the case may be, the right to cause the termination effectiveness without need for any further period of time to cure. All communications shall be sent to the address as set forth on the signature page hereof, or to such other address as a party may designate by ten days’ advance written notice to the other party hereto. | 65Notices
|
Acquiror and Merger Sub represent and warrant to Target that the statements contained in this Section 4 are true and correct. | 76Representations
|
The provisions of this Section 10 will survive Closing. | 85Survival
|
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. | 85Survival
|
The Company shall possess and may exercise all of the powers and privileges granted by the Act, and the Company is hereby authorized to do any act, enter into any agreement, contract or other instrument, and otherwise to engage in any activity and to do any action not prohibited under the Act or other applicable law which is necessary, useful, desirable or convenient to the conduct, promotion and attainment of the business and purposes of the Company. | 10Authorizations
|
The Company shall have the right to reduce any payment under the Plan to satisfy any requirement under federal, state, local or other applicable law to withhold taxes or otherwise make deductions from any benefit payable under the Plan. | 99Withholdings
|
Any issues of interpretation of any provision of this Agreement shall be resolved by the Compensation Committee of the Board of Directors of the Company. | 55Interpretations
|
This Agreement is deemed drafted by both parties and is to be governed and construed by Delaware law, without regard to its choice of law provisions. | 23Construction
|
The Board may grant Awards entitling recipients to acquire Ordinary Shares (“ Restricted Shares ”), subject to the right of the Company to repurchase (in accordance with applicable law and the award agreement) all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The Board may also grant Awards entitling the recipient to receive Ordinary Shares or cash to be delivered at the time such Award vests (“ RSUs ”). | 46General
|
TCN absolutely and unconditionally agrees to pay to ADH, on demand by ADH at any time and as often as the occasion therefore may require, whether or not all or any of the transactions contemplated by this Agreement are consummated: all reasonable fees and disbursements of legal counsel engaged by ADH in connection with the preparation, negotiation, execution, delivery, administration or enforcement of this Agreement, the TCN Documents, the Transaction Documents or the CCC Legend Removal any agreements or documents delivered in connection with the transactions contemplated hereby and thereby and reasonable expenses which shall at any time be incurred or sustained by ADH or any of its directors, officers, employees or agents as a consequence or in any way in connection with the preparation, negotiation, execution, delivery, administration or enforcement of this Agreement, the TCN Documents, the Transaction Documents or the CCC Legend Removal and any agreements prepared, negotiated, executed or delivered in connection with the transactions contemplated hereby (collectively, the “ Settlement Costs ” ), such Settlement Costs to be recorded by ADH at any time and as often as the occasion may require on the Grid Note, each such recording to evidence an advance under the Grid Note. | 41Expenses
|
Each Borrower and Holdings have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, to the extent that any such report, financial statement, certificate or other information was based upon or constitutes forecasted or projected financial information, the Borrowers and Holdings each represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered, it being recognized by the Administrative Agent and the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by said projections may differ from the projected results. | 31Disclosures
|
This Agreement may be amended or modified only by a written instrument signed by Executive and by an expressly authorized representative of the Company. | 2Amendments
|
The compensation provided under the Plan is intended to be in addition to all other compensation payable to Participants under any employment agreement or incentive plan or program in effect with the Company or its direct or indirect subsidiaries, other than the Company’s annual cash bonus plan. | 46General
|
Tenant hereby represents and warrants to Landlord that Tenant (i) is not in default beyond any applicable notice and cure period of any of its obligations under the Lease and that such Lease is valid, binding and enforceable in accordance with its terms, (ii) has full power and authority to execute and perform this Third Amendment, and (iii) has taken all action necessary to authorize the execution and performance of this Third Amendment. Landlord hereby represents and warrants to Tenant that Landlord (i) is not in default beyond any applicable notice and cure period of any of its obligations under the Lease and that such Lease is valid, binding and enforceable in accordance with its terms, (ii) has full power and authority to execute and perform this Third Amendment, and (iii) has taken all action necessary to authorize the execution and performance of this Third Amendment. | 76Representations
|
After giving effect to the consummation of all the transactions contemplated hereby, Borrower (a) shall be able to pay its debts as they become due, (b) shall have funds and capital sufficient to carry on its business and all businesses in which it is about to engage and, (c) shall own property having a value both at fair valuation and at fair saleable value in the ordinary course of Borrower’s business greater than the amount required to pay its debts as they become due. Borrower shall not be rendered insolvent by the execution and delivery of this Agreement, the borrowing hereunder and/or the consummation of any transactions contemplated herein. | 80Solvency
|
All notices of any kind to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier (e.g., FedEx, UPS, DHL, etc.) or by registered or certified mail, return receipt requested and postage prepaid, addressed to the Company at 7102 Commerce Way, Brentwood, Tennessee 37027, Attn: General Counsel, to the Executive at his then-existing payroll address, or to such other address as the party to whom notice is to be given may have furnished to the other in writing in accordance with the provisions of this Section. Any such notice or communication shall be deemed to have been received: (a) if by personal delivery or nationally-recognized overnight courier, on the date of such delivery and (b) if by registered or certified mail, on the third postal service day following the date postmarked. | 65Notices
|
This First Amendment shall be governed by, and construed in accordance with, the laws of the State of New York pursuant to Section 5-1401 of the General Obligations Law without regard to its principles of conflicts of laws. | 47Governing Laws
|
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default or breach (or an event that with notice or lapse of time or both would become a default or breach) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise), certificate, authorization, permit, license, or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect. | 61No Conflicts
|
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the First Closing has not been consummated on or before July 20, 2017; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties). | 88Terminations
|
The Borrower shall have the right to terminate in whole or to reduce in part the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Revolving Lenders) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction shall not be less than $2,500,000 or any whole multiple of $500,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Administrative Agent; provided, however, that the Aggregate Maximum Credit Amounts can never be less than the sum of the outstanding Revolving Loans and the LC Exposure and the Swingline Exposure. Upon any reduction of the Aggregate Maximum Credit Amount that would otherwise result in the Aggregate Maximum Credit Amount being less than the Aggregate Elected Revolving Commitment Amount, the Aggregate Elected Revolving Commitment Amount shall be automatically reduced (ratably among the Revolving Lenders) so that it equals the Aggregate Maximum Credit Amount as so reduced. | 88Terminations
|
This Guaranty shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the execution and delivery of the Merger Agreement. This Guaranty may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor and the Guaranteed Party; provided that no such written consent shall be required (and the Guarantor, the Guaranteed Party and their respective Affiliates shall be free to release such information) for disclosures to such Person’s respective members, limited partners, securityholders and representatives, so long as such Persons agree to keep such information confidential on terms substantially identical to the terms contained in this Section 12 or are otherwise bound by a contractual, legal or fiduciary obligation to keep such information confidential; further provided , that the Guarantor and the Guaranteed Party may disclose this Guaranty to the extent required by Law, the applicable rules of any national securities exchange or required or requested by the SEC. | 20Confidentiality
|
To the extent applicable, the Covenants will survive the termination of this Agreement and/or the termination of Executive’s employment with the Company and its affiliates. In addition, the termination of this Agreement will not terminate any other obligations or rights that, by the specific terms of this Article 6, extend beyond such termination. | 85Survival
|
No amendment of this Agreement shall be effective (by merger, consolidation or otherwise) unless such amendment is executed by all of the Class A Members; provided, however , that no Member approval shall be required for any amendment made (x) to Exhibit A in accordance with the last sentence of this Section 12.6, (y) to reflect admission of a new Member approved pursuant to Section 2.4(a)(xii) or effected pursuant to Section 6.7 or (z) in connection with the creation and issuance of additional or different classes or series of Units approved pursuant to Section 2.4(a)(xi) ; and, provided , further , that (i) the approval of the holder of the Class B Units shall be required for any amendment that adversely affects the right of the Class B Units under Article V of this Agreement relative to the rights of the Class A Units and Class C Units under this Agreement in any material respect, (ii) the approval of the holder of the Class C Units shall be required for any amendment that adversely affects the right of the Class C Units under Article V of this Agreement relative to the rights of the Class A Units and Class B Units under this Agreement in any material respect and (iii) at any time there is a Defaulting Member, the approval of the Defaulting Member (in its capacity as a Class A Member) shall not be required for any amendment of this Agreement provided that such amendment does not materially and adversely affect the rights of the Defaulting Member in its capacity as a holder of Class A Units in a manner that is disproportionate to the other holders of Class A Units. Neither the waiver by the Company or a Member of a breach of or a default under any of the provisions of this Agreement, nor the failure of the Company or a Member, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right, remedy or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights, remedies or privileges hereunder. Exhibit A shall be amended from time to time to reflect any changes to the information contained therein without the necessity of any Board or Member approval. | 2Amendments
|
Use of Proceeds . The Borrower will use the proceeds of the Loans only to finance, in part, the Ixia Acquisition and the Ixia Refinancing and the payment of fees and expenses related thereto. The Borrower will not permit the proceeds of any Loan to be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of the provisions of the regulations of the Board of Governors, including Regulation U or Regulation X. The Borrower will not permit more than 25% of the value of the assets of the Borrower individually, or of the Borrower and the Subsidiaries on a consolidated basis, that are subject to any provision of this Agreement under which the sale, pledge or disposition of assets is restricted (within the meaning of Regulation U) to consist of margin stock (as defined in Regulation U). | 92Use Of Proceeds
|
There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting the Seller, the Servicer or the Guarantor or any of their Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Repurchase Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim or claims in an aggregate amount greater than $10,000,000, (iii) which, individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect, or (iv) requires filing with the Securities and Exchange Commission in accordance with the 1934 Act or any rules thereunder. | 58Litigations
|
Unless otherwise defined herein, each of the capitalized terms used in this Second Amendment shall have the definition and meaning ascribed to it in the Agreement. | 29Definitions
|
Other than to other Persons party to this Agreement or to the Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). The Purchaser acknowledges that, as a result of certain confidential information disclosed to it, the Purchaser may be subject to restrictions on its ability to trade in the Company’s securities prior to public announcement of such information. | 20Confidentiality
|
Proceeds of the Note shall be used for working capital and general corporate purposes. | 92Use Of Proceeds
|
The Employee shall be entitled to such benefits as may be available from time to time for senior executives of the Employer similarly situated to the Employee. All such benefits shall be awarded and administered in accordance with the Employer’s standard policies and practices. Such benefits may include, by way of example only, profit sharing plans, retirement or investment funds, dental, health and life insurance benefits and such other benefits as the Employer deems appropriate. | 12Benefits
|
To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the Advances (or, if no Advances are outstanding, according to its Commitment Percentage), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature, including, without limitation, the fees and expenses of its agents and attorneys, whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that, Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). | 49Indemnifications
|
Tenant shall protect, indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord’s partners, lenders, officers, employees, agents, representatives, and each of their respective heirs, representatives, successors and assigns (collectively, the “ Indemnitees ”) harmless from and against any and all asserted, threatened or actual claims (including third party claims), judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, attorneys’, experts’ and consultants’ fees and court costs), of any nature whatsoever (collectively, the “ Claims ”), arising from any brokerage commission, finder’s fees or other amount due or payable in connection with this Agreement or termination of the Lease by any third parties claiming to act on behalf of Tenant. The indemnity set forth herein and in the Lease shall survive the termination of the Lease hereunder and shall continue in effect for as long as the Indemnitees may be subject to any of the Claims described above. | 49Indemnifications
|
During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 5(f). | 58Litigations
|
Each Loan Party will, and will cause each Restricted Subsidiary to, (i) comply with all Requirements of Law applicable to it or its property (including without limitation applicable Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case for clauses (i) and (ii) above, where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Restricted Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions in all material respects. | 19Compliance With Laws
|
The Company shall not, either before or after the Settlement Date (a) use the name of any Support Party in any press release or other public disclosure without such Support Party’s prior written consent or (b) disclose to any person, other than legal, accounting, financial and other advisors to the Company, the principal amount or percentage of any Outstanding Notes held by any Support Party or any of its respective subsidiaries; provided , however , that the Company shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, any class of Outstanding Notes held by the Support Parties as a group. Notwithstanding the foregoing, the Support Parties hereby consent to the disclosure by the Company in the Transaction Documents, or as otherwise required by law or regulation, of the execution, terms and contents of this Agreement and the aggregate principal amount of, and aggregate percentage of, any series of Outstanding Notes held by the Support Parties as a group. The Company will submit to the Support Parties all press releases and public filings relating to this Agreement or the transactions contemplated hereby and thereby and any amendments thereof at least one (1) business day (or as promptly as practicable if circumstances make it necessary or advisable to issue such press release or make such filing in a shorter time frame, but, in any case, providing the Support Parties with as much time as practicable to review and comment on the applicable press release or public filing, which the Company may consider in its sole and reasonable discretion) prior to making any such disclosure. The Support Parties shall not (a) use the name of the Company in any press release or (b) disseminate to any news media any press releases, public filings, public announcements or other public communications, in the case of each of clauses (a) and (b), relating to this Agreement or the transactions contemplated hereby and any amendments thereof without first (x) submitting such press releases, public filings, public announcements or other public communications to counsel for the Company for review and potential suggestions and (y) receiving the prior written consent of the Company; provided , however , that nothing contained herein shall be deemed to waive, restrict, amend or modify the terms of any existing or future confidentiality or non-disclosure agreement between the Company and any Support Party, including, without limitation, any self-cleansing provisions set forth in any such agreement. | 71Publicity
|
All descriptive headings of sections in this Release Agreement are intended solely for convenience, and no provision of this Release Agreement is to be construed by reference to any such heading. | 48Headings
|
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, executors, successors and assigns. | 13Binding Effects
|
This Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by facsimile or electronic mail transmission), each of which shall be deemed to be an original and all of which together shall constitute a single binding agreement on the Parties, notwithstanding that not all Parties are signatories to the same counterpart. | 26Counterparts
|
This Offer Letter is governed by and enforced in accordance with the laws of the State of California, without regard to its choice of law provisions. | 47Governing Laws
|
Neither a failure nor a delay on the part of either the Trustee or the holders in exercising any right, power or privilege under this Article XII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XII at law, in equity, by statute or otherwise. | 63No Waivers
|
This Agreement, including the Guarantees, (a) shall, subject to clause (b) below, terminate when all the Obligations have been indefeasibly paid in full in cash and the Lenders and Issuing Banks have no further commitment to extend credit under the Credit Agreement and (b) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Credit Party or any Guarantor upon the bankruptcy or reorganization of any Borrower, any Guarantor or otherwise. | 88Terminations
|
Executive’s health insurance benefits shall cease on the last day of December 2017, subject to Executive’s right to continue Executive’s health insurance under COBRA. Executive’s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options, and the accrual of bonuses, vacation, and paid time off, ceased as of the Separation Date. | 12Benefits
|
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section. | 65Notices
|
The Parties shall notify each other promptly in writing if any infringement or potential infringement of the Licensed Intellectual Property by a Third Party is observed or suspected by the Parties or any of their controlled Affiliates. | 58Litigations
|
SUBJECT TO THE INTERCREDITOR AGREEMENT, NONE OF THE TERMS OR PROVISIONS OF THIS GUARANTY MAY BE WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, NOR ANY CONSENT BE GIVEN, EXCEPT IN ACCORDANCE WITH SECTION 10.01 OF THE CREDIT AGREEMENT. | 2Amendments
|
(a) Comply with the requirements of all Laws (other than Laws referred to in clause (b) hereof), orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (b) comply with Anti-Money Laundering Laws, Anti-Corruption Laws or Sanctions Laws or Regulations. None of the Borrower or any of its Subsidiaries nor, to the knowledge of the Borrower, any director or officer of any of the foregoing, (i) is a Designated Person or (ii) is the subject or target of any U.S. sanctions administered by OFAC. | 19Compliance With Laws
|
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. | 79Severability
|
In the event of Executive’s death prior to the end of the Term while actively employed, Executive’s beneficiary or estate shall receive (i) Executive’s Salary up to the date on which the death occurs; (ii) any Bonus earned in the prior year but not yet paid; and (iii) bonus compensation for the calendar year in which the death occurs, determined in accordance with the EBP (i.e., based upon OUTFRONT’s achievement of its goals and OUTFRONT’s good faith estimate of Executive’s achievement of Executive’s personal goals) and pro-rated for the portion of the year through the date of death, payable, less applicable deductions and withholding taxes, by February 28th of the following year in accordance with EBP guidelines. In the event of Executive’s death after the termination of Executive’s employment while Executive is entitled to receive compensation under paragraph 8(c), Executive’s beneficiary or estate shall receive ( x ) any Salary payable under paragraph 8(c)(i) up to the date on which the death occurs; and ( y ) bonus compensation for the calendar year in which the death occurs in an amount equal to Executive’s Target Bonus and pro-rated for the portion of the year through the date of death, payable, less applicable deductions and withholding taxes, in a lump sum no later than February 28th of the following year. | 27Death
|
The parties will each pay their own respective expenses (including fees and expenses of legal counsel, or other representatives or consultants) in connection with the Transaction (whether consummated or not). | 41Expenses
|
The proceeds of the Revolving Loans may only be used (a) to repay Indebtedness under the Existing ABL Credit Agreement to the extent that such Indebtedness is not restated as Revolving Loans hereunder, (b) to pay costs, expenses and fees in connection with the Transactions and the credit facility under this Agreement, and (c) for working capital and general corporate purposes of Borrowers (including capital expenditures and permitted acquisitions). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued to support obligations of the Account Parties in respect of purchases of inventory in the ordinary course of business, as well as other obligations of Holdings and its Subsidiaries incurred without violation of this Agreement. | 92Use Of Proceeds
|
This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject as to enforceability to (i) general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The execution and delivery of the Transaction Documents (as defined in Section 3(b) hereof) by the Buyer and the consummation by it of the transactions contemplated hereby and thereby do not conflict with the Buyer’s certificate of organization or operating agreement or similar documents, and do not require further consent or authorization by the Buyer, its managers or its members. | 37Enforcements
|
Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control that occurs prior to the final Vesting Date (or the payout date relating to the final Vesting Date), and provided that prior to such Change in Control the Participant’s service with the Company has not terminated, any unvested RSUs (and any dividend equivalents accrued thereon pursuant to this Agreement) shall become immediately fully vested and settled in accordance with Section 2 above. | 17Change In Control
|
This Agreement may be terminated by the Purchaser by written notice to the other parties, if the Closing has not been consummated within 5 days hereof; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties). | 88Terminations
|
It is the intent of the Parties that the laws which govern this Agreement be consistent with the governing law set forth in the Separation Agreement. As such, the provision of the Separation Agreement which sets forth governing law is incorporated herein by reference. | 47Governing Laws
|
The Borrower and its Subsidiaries and Unrestricted Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon the Borrower or its Subsidiaries or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP, or (b) where failure to do so would not reasonably be expected to have a Material Adverse Effect. The Borrower has no actual knowledge of any proposed tax assessment from a Governmental Authority against it or any of its Subsidiaries or Unrestricted Subsidiaries that would, if actually imposed, have a Material Adverse Effect. | 87Taxes
|
The provisions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. | 47Governing Laws
|
The Partnership will pay all reasonable Registration Expenses as determined in good faith, including, in the case of an Underwritten Offering, whether or not any sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. For the avoidance of doubt, each Selling Holder’s pro rata allocation of Selling Expenses shall be the percentage derived by dividing (i) the number of Registrable Securities sold by such Selling Holder in connection with such sale by (ii) the aggregate number of Registrable Securities sold by all Selling Holders in connection with such sale. In addition, except as otherwise provided in Section 2.09 hereof, the Partnership shall not be responsible for professional fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder. | 41Expenses
|
The proceeds of the Term Loans, the Revolving Loans and the Swingline Loans, and the Letters of Credit, shall be used for general corporate purposes of the Borrower and its Subsidiaries, including the financing of working capital needs, the repayment of Indebtedness of the Borrower (including Indebtedness under the Existing Credit Agreement) and its Subsidiaries and acquisitions and other Investments permitted by this Agreement. | 92Use Of Proceeds
|
Consultant agrees that all work that Consultant prepares on Company’s behalf during the performance of the Consulting Services (“Work Product”) is a work-for-hire, owned exclusively by Company. Consultant hereby assigns to Company any rights Consultant may have in such Work Product and Consultant agrees that Company shall be deemed the sole author and owner of any copyrightable material created under this Agreement. | 53Intellectual Property
|
Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party’s signature line on this Agreement or at such other address as such party may designate by ten (10) days advance written notice under this paragraph to all other parties to this Agreement. | 65Notices
|
Each of the Loan Parties has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (other than any taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the applicable Loan Party; and no tax Lien has been filed (other than with respect to any taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the applicable Loan Party, as the case may be), and, to the Knowledge of the Borrowers and the Guarantor, no claim is being asserted against any Loan Party, with respect to any such tax, fee or other charge. | 87Taxes
|
No failure on the part of the Collateral Agent or any other Secured Party to exercise and no delay by any such Person in exercising, and no course of dealing with respect to, any right, remedy, power or privilege under any of the Note Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy power or privilege under any of the Note Documents preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided herein are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. The exercise by the Collateral Agent of any one or more of the rights, powers and remedies herein shall not be construed as a waiver of any other rights, powers and remedies, including, without limitation, any rights of set-off. | 97Waivers
|
For Separation from Service because of Disability before Normal Retirement Age the Bank shall pay to the Executive the benefit described in this section 2.3 instead of any other benefit under this Agreement. | 30Disability
|
Employee shall receive a base salary of Two Hundred Forty Thousand and 00/100 Dollars ($240,000), payable in regular and equal installments in accordance with the Company’s regular payroll schedule and practices (“Base Salary”). | 11Base Salary
|
Promptly upon reasonable request by the Administrative Agent, and subject to the limitations described in Section 6.12 , (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Collateral and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably require from time to time in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Collateral Documents. | 45Further Assurances
|
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.