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All taxes, special or general assessments, water rents, rates and charges, sewer rents other impositions charges imposed by Governmental Authorities of every kind nature whatsoever, extraordinary as well ordinary each installment thereof which shall may during the term this Lease be charged, levied, laid, assessed, imp... | 87Taxes |
Each of the warranties each Buyer shall be true and accurate, in case when made as Closing Date if at such time. | 98Warranties |
The transactions contemplated by the Basic Documents do not and will render Servicer Solvent. | 80Solvency |
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge Company, threatened against affecting any Subsidiary their respective properties before by court, arbitrator, governmental administrative agency regulatory authority (federal, state, county, local foreign) (... | 58Litigations |
(a) Subject to the provisions of Section 2.07(b) , (i) each Eurodollar Rate Loan under a Facility shall bear interest on outstanding principal amount thereof for Interest Period at rate per annum equal such plus Applicable Facility; and (ii) Base from applicable borrowing date Facility. | 54Interests |
HollyFrontier hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance any other relating to the HFRM Payment Obligations requirement for HEP Operating or Refining protect, secure, perfect insure security interest lien property subject thereto exhaust right take action against H... | 97Waivers |
The Company or any Subsidiary Affiliate, as appropriate, shall have the authority and right to deduct withhold, require a Participant remit Company, an amount sufficient satisfy U.S. federal, state, local taxes imposed by jurisdictions outside of United States (including income tax, social insurance contributions, paym... | 99Withholdings |
Each Guarantor hereby unconditionally and irrevocably waives agrees not to assert any claim, defense, setoff, or counterclaim based on diligence, promptness, presentment, requirements for demand, notice hereunder, including (without limitation) of the following: (a) demand payment performance protest protest, (b) accep... | 97Waivers |
No amendment or waiver of any provision this Agreement, nor consent to departure by the Borrower therefrom, shall in event be effective unless same writing and signed Majority Lenders, then such only specific instance for purpose which given; provided , however that no amendment, shall, (a) all do following: (i) change... | 2Amendments |
(i) The audited consolidated balance sheet of the Performance Guarantor and its subsidiaries as December 31, 2016 related statements income cash flows for fiscal year then ended, delivered to Administrative Agent on or prior Initial Closing Date, fairly present, in conformity with GAAP, financial position such date the... | 43Financial Statements |
The term of the letting under this Agreement (the “ Term ”) with respect to Existing Premises shall commence upon Effective Date, and Additional applicable in each case end on earlier (i) 11:59 o’clock p.m. 30th day December 2050, or date termination Basic Lease, whichever is Expiration Date (ii) any accordance its ter... | 89Terms |
If (a) this Note is placed in the hands of an attorney for collection or enforcement collected enforced through any legal proceeding Holder otherwise takes action to collect amounts due under enforce provisions Note, (b) there occurs bankruptcy, reorganization, receivership Maker other proceedings affecting Maker’s cre... | 37Enforcements |
This Agreement and the other Note Purchase Documents represent final, entire agreement between parties regarding subject matter hereof may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements parties. There are no unwritten | 38Entire Agreements |
As of the date hereof, authorized common stock Company consists 1,000,000,000 shares Common Stock, $0.001 par value per share, which 278,797,345 are issued and outstanding; no reserved for issuance pursuant to securities (other than Note) exercisable for, or convertible into exchangeable Stock 36,455,348 upon conversio... | 16Capitalization |
All payments to be made by the Borrower shall without condition or deduction for any counterclaim, defense, recoupment setoff. Except as otherwise expressly provided herein, all hereunder Administrative Agent, account of respective Lenders which such payment is owed, at Agent’s Office in Dollars and immediately availab... | 46General |
Pursuant to the Annual Business Plan, Agent shall perform selling, sales management, and other services related sale of Roundup Products. | 77Sales |
The Parties agree that Section 12 of the Employment Agreement shall govern any disputes regarding this Agreement. | 6Arbitration |
The Borrower will use the proceeds of Loans and Letters Credit only for general corporate purposes Subsidiaries, including to finance, in part, Ixia Acquisition Refinancing payment fees expenses related thereto finance repurchases outstanding common stock other acquisitions. not permit any Loan or Letter be used, wheth... | 92Use Of Proceeds |
This Fourth Amendment may be executed in counterparts, and all parties need not execute the same counterpart. Facsimiles or other electronic transmission (e.g. .pdf) shall effective as originals. | 26Counterparts |
In either case, the Party not initiating an Infringement Action (the “Non-Initiating Party” ) will provid e reasonable cooperation to such “Initiating in connection therewith, including by promptly supplying or executing all papers and instruments, requiring its employees supply execute as may be necessary for purposes... | 24Cooperation |
Any amendment to this Agreement must be in writing and signed by duly authorized representatives of each the Parties hereto expressly state that it is intention amend Agreement. No breach any provision shall deemed waived unless waiver a representative waiving party. Waiver one not other same or | 2Amendments |
Each Lender appoints and designates Bank of America as Agent hereunder. may, each authorizes to, enter into all Loan Documents to which is intended be a party accept Security Documents, for Agent’s benefit the Pro Rata Lenders. agrees that any action taken by or Required Lenders in accordance with provisions exercise r... | 9Authority |
Notices required or permitted hereunder shall be given in writing and deemed effectively upon personal delivery deposit the mail by certified registered mail, with postage fees prepaid, addressed to Holder his address shown Company records, at its principal executive office. | 65Notices |
The Company shall use (i) at least $50,000,000 of the proceeds from issuance securities pursuant to this Agreement solely finance Acquisition and (ii) remainder such for general corporate purposes. | 92Use Of Proceeds |
Catalent does not hire people for the purpose of acquiring their current or former employer's trade secrets, intellectual property, other confidential proprietary information, and want access to any materials containing such information. Consequently, documents, computer discs, etc. information should be returned your ... | 20Confidentiality |
Notwithstanding any other provision in this Deed of Trust to the contrary, under no circumstances shall Borrower transfer interest Property, directly or indirectly, an employee benefit plan covered Title I, Part 4 Employee Retirement Income Security Act 1974 amended (“ERISA”), Section 4975 Internal Revenue Code 1986, a... | 39Erisa |
All notices, communications and instructions required or desired to be given under this Agreement must in writing shall deemed duly if sent by registered certified mail, return receipt requested, overnight courier, the addresses set forth Asset Purchase provided Escrow Agent writing. | 65Notices |
All notices or other communications to the New Subsidiary Guarantor shall be given as provided in Section 13.02 of Indenture. | 65Notices |
Notwithstanding the foregoing, in no event shall Participant be permitted to exercise an Option a manner that Committee determines would violate Sarbanes-Oxley Act of 2002, or any other applicable law rules and regulations Securities Exchange Commission securities exchange inter-dealer quotation service on which Common... | 19Compliance With Laws |
This Agreement may be executed by the parties hereto in counterparts, each of which shall deemed to an original, and all such counterparts together constitute but one same instrument. | 26Counterparts |
Each Participant shall immediately forfeit any benefit to which he or she is otherwise entitled under the SERP if Participant’s employment terminated for Cause. | 44Forfeitures |
All covenants, agreements, representations and warranties made by the Loan Parties herein in certificates or other instruments delivered connection with pursuant to this Agreement shall be considered have been relied upon parties hereto survive execution delivery of making any Loans issuance Letters Credit, regardless ... | 85Survival |
Each Canadian Facility Lender may from time to hold, sell, rediscount or otherwise dispose of any all Bankers’ Acceptances accepted and purchased by it. | 77Sales |
This Agreement is the result of substantial negotiations between parties, represents complete agreement parties with respect to subject matter hereof, and supersedes all prior agreements understandings (including Prior Agreement), but excluding any compensation plans, programs, or arrangements equity-related awards). | 52Integration |
If any provision of this Agreement is found to be illegal or unenforceable, the court must modify scope and/or application such extent necessary make legal and enforceable other provisions shall remain effective greatest permitted by law. | 79Severability |
Buyer is duly formed, validly existing and in good standing under the laws of state its formation. has full power authority to enter into this Agreement instruments referenced herein, consummate transactions contemplated hereby. All requisite action been taken by connection with entering or will be respect consummation... | 9Authority |
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing delivered person or sent a nationally recognized overnight courier service registered certified mail, postage prepaid, return receipt requested, to the Executive at last address has filed with Compan... | 65Notices |
Applicant shall indemnify and hold The Gas Company harmless from against all liability (excluding only Pre-Existing Environmental Liability) connected with or resulting injury to death of persons, including but not limited employees Applicant, property Company, a third party, violation local, state federal laws regulat... | 46General |
This Agreement, other than Article II , shall terminate upon the earlier of (a) date that is three (3) months following Expiration Date and (b) mutual written agreement Shareholder Company. The provisions (i) time when there are no longer any Registrable Securities (ii) | 88Terminations |
All Performance Unit awards are subject to the terms and conditions of Plan relating Units. If Participant incurs a Termination Employment for any reason on or before end Award Cycle, all rights in respect Units awarded hereunder shall be forfeited except as provided Section 8(b)(iii) 9(a)(iii) that, case Participant's... | 44Forfeitures |
Subject to the terms and conditions of this Agreement, each Party agrees execute such documents other papers use its reasonable efforts perform or cause be performed further acts as may reasonably required carry out provisions contained in Agreement Ancillary Agreements, including (a) preparing filing promptly practica... | 45Further Assurances |
This Agreement (including the Exhibits and Schedules hereto) constitutes full entire understanding agreement between parties with respect to subject matter hereof, any other written or oral relating hereof existing are hereby expressly canceled terminated. | 38Entire Agreements |
The Administrative Borrower will comply, and cause each of its Restricted Subsidiaries to with the requirements all applicable Requirements Law (including ERISA Environmental Laws, Sanctions, USA PATRIOT Act FCPA), except extent failure Borrowers or relevant Subsidiary comply could not reasonably be expected have a Mat... | 19Compliance With Laws |
Any provision of this Fourth Amendment which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as such jurisdiction, ineffective the extent invalidity, illegality unenforceability without affecting validity, legality and enforceability remaining provisions hereof; invalidity a particular shall ... | 79Severability |
Each of the parties shall hold, and cause its Representatives to in confidence all documents information furnished it by or on behalf other connection with transactions contemplated hereby pursuant terms confidentiality agreement dated November 23, 2017 between Minas Santa María de Moris S.A. C.V. Coeur Joinder thereto... | 20Confidentiality |
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TRIAL JURY IN LEGAL PROCEEDING ARISING OUT OR RELATING THIS ADMINISTRATION AGREEMENT TRANSACTION CONTEMPLATED HEREBY. | 96Waiver Of Jury Trials |
The proceeds of the Loans made (a) on Effective Date will be used to (i) consummate Refinancing and (ii) pay fees expenses incurred in connection with Transactions, (b) after Date, for working capital general corporate purposes any other purpose not prohibited by Loan Documents case Initial Term B Loans, settle Borrowe... | 92Use Of Proceeds |
If any provision of this Agreement or application thereof is held invalid, the invalidity shall not affect other provisions applications that can be given effect without invalid application. To end, are severable. | 79Severability |
This Agreement may only be amended, modified or waived, in whole part, a writing executed by both you and the Company (as authorized Board). | 2Amendments |
No Event of Default or has occurred and is continuing. | 62No Defaults |
Purchaser and Seller hereby agree to complete, execute deliver the appropriate governmental authorities any returns, affidavits or other instruments that may be required with respect transfer, gains, sales, stamps similar taxes, if any, arising out of this transaction. | 45Further Assurances |
The Awards comprise four sets of stock options (the “ Stock Options ”) as follows: the Time-Vesting Options, $10 Performance $20 and $30 Options. For purposes this Award Agreement, are collectively referred to .” Notwithstanding anything contrary in Plan or herein, will expire no longer be exercisable •, 2024 1 Expirat... | 95Vesting |
Each Party agrees to execute such further documents and instruments as shall be necessary fully carry out the terms of this Agreement. Any consent or approval required Sellers Company by Agreement not unreasonably withheld. that for a reasonable period time after date hereof, each will reasonably cooperate with other m... | 45Further Assurances |
This Agreement shall be interpreted and construed by the laws of Commonwealth Massachusetts, without regard to conflict provisions. The Executive hereby irrevocably submits acknowledges recognizes jurisdiction courts or if appropriate, a federal court located in Massachusetts (which courts, for purposes this Agreement,... | 4Applicable Laws |
This Agreement represents the agreement of each Grantors and First Lien Secured Parties with respect to subject matter hereof there are no promises, undertakings, representations or warranties by Applicable Authorized Representative, any Representative other Party relative not expressly set forth referred herein. | 52Integration |
Without the prior written consent of Administrative Agent, these Subordination Terms may not be amended, supplemented or otherwise modified. | 2Amendments |
All information relating to or concerning the Company any of its Subsidiaries set forth in this Agreement and provided Purchaser pursuant Section 2(d) hereof otherwise connection with transactions contemplated hereby is true correct all material respects has not omitted state fact necessary order make statements made h... | 31Disclosures |
All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor, unless being contested in a court of competent jurisdiction. | 68Payments |
THE ADMINISTRATIVE AGENT, EACH LENDER, ISSUER, BORROWER AND OTHER OBLIGORS HEREBY KNOWINGLY, VOLUNTARILY INTENTIONALLY WAIVE TO FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE A TRIAL JURY IN RESPECT OF LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, CONNECTION WITH, LOAN DOCUMENT, COURSE CONDUCT, DEALING, ... | 96Waiver Of Jury Trials |
This Letter Agreement may only be enforced by CF Corp at the direction of Sponsor, and nothing set forth in this shall construed to confer upon or give Company any other Person (including Corp’s Company’s direct indirect creditors), than parties hereto their respective successors permitted assigns, rights enforce Commi... | 36Enforceability |
This Agreement will become effective upon the Effective Date and terminate automatically completion of all payments (if any) under terms this Agreement. However, in event that a Change Control has not occurred by date is three (3) years following Date, unless term extended parties, provided, further, however, if prior ... | 89Terms |
Any notice under this Agreement shall be made in accordance with the terms of Notes. | 65Notices |
The Company’s obligation to deliver shares of Common Stock the Grantee upon settlement this Award shall be subject satisfaction all applicable federal, state and local income employment tax withholding requirements (the “ Required Withholding ”). Company withhold from that would otherwise have been delivered number nec... | 99Withholdings |
By accepting this Award, Participant expressly warrants that he or she has received Restricted Stock Units under the Plan, and received, read understood a description of Plan. understands Plan is discretionary in nature may be amended, suspended terminated by Company at any time. | 2Amendments |
Manager will provide the oversight necessary or appropriate to assure that operator of Assets reports any spill and environmental releases state federal regulatory agencies as required by applicable Law. | 74Releases |
If the Company proposes to file a Registration Statement under Securities Act with respect an offering of securities for its own account or another person (other than registration statement on Form S-4 S-8 (or any substitute form that may be adopted by Commission)), shall give written notice such proposed filing Holder... | 46General |
This Agreement has been duly and validly executed delivered by each Loan Party, other Document to which any Party is a party such Party. constitutes legal, valid binding obligations of thereto, enforceable against in accordance with its terms, except the extent that enforceability may be limited bankruptcy, insolvency,... | 13Binding Effects |
Each of the Company and Borrower will, will cause each its Subsidiaries to, comply with all laws, rules, regulations orders any Governmental Authority applicable to it or property, including Environmental Laws, except where failure do so, individually in aggregate, could not reasonably be expected result a Material Adv... | 19Compliance With Laws |
In connection with any new lease, or renewal of a lease modification existing Lease which extends the term expands premises under such other than an option right governed by subsections (c)(iii) (c)(iv) below, and is entered into between Effective Date Closing, Tenant Improvement Costs Leasing Commissions in modificati... | 60Modifications |
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF STATE NEW YORK, UNITED STATES AMERICA, WITHOUT REGARD TO PRINCIPLES CONFLICTS LAW THEREOF . The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in County New York, State York over suit,... | 47Governing Laws |
(a) Neither Holdings nor the Borrower will (nor they permit any of Restricted Subsidiaries to) effect (i) waiver, supplement, modification or amendment (A) (x) indenture, instrument agreement pursuant to which unsecured Material Indebtedness, Indebtedness that is expressly subordinated in right payment obligations Loan... | 1Agreements |
This Agreement shall terminate with respect to each Holder on the earlier of: (i) second (2 nd ) anniversary of SEC Effective Date, (ii) date which all Registrable Securities held by such are transferred (other than a Permitted Assignee), (iii) have been sold or (iv) otherwise terminated as provided herein. | 89Terms |
To the knowledge of Applicant, each Holdings, Applicant and its Restricted Subsidiaries has filed or caused to be all United States federal income tax returns other material which are required paid ( a ) Taxes shown due payable on such b any assessments it received notice made against property (including Mortgaged Prop... | 87Taxes |
Except as otherwise provided herein, whenever it is herein that any notice, demand, request, consent, approval, declaration or other communication shall may be given to served upon of the parties by parties, desires give serve with respect this Agreement, each such in writing and deemed have been validly served, delive... | 65Notices |
Use the proceeds of Tranche D Term Loans for purposes specified in Fourth Amendment. | 92Use Of Proceeds |
Subject to the express limitations herein, at any time Parties may extend for performance of obligations or other acts Party, waive inaccuracies in representations and warranties contained this Agreement compliance with agreements conditions Agreement. Any agreement on part a Party such extension waiver shall be valid ... | 97Waivers |
The proceeds of the Revolving Loans and Swingline Loans, Letters Credit, shall be used to finance working capital needs general corporate purposes Borrower its Subsidiaries, including Investments, Restricted Payments expenditures permitted under this Agreement. Tranche B Term made on Seventh First Amendment Effective D... | 92Use Of Proceeds |
This Amendment Number Nineteen may be executed by each of the parties hereto on any number separate counterparts, which shall an original and all taken together constitute one same instrument. | 26Counterparts |
Except for the specific representations and warranties contained in this Section 3 any certificate or agreement delivered pursuant hereto, none of Company Parties has made, makes shall be deemed to make other express implied representation warranty with respect Company, offering, IPO Business Combination, disclaim such... | 98Warranties |
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT TORT OTHERWISE) BASED UPON, ARISING OUT RELATING TO DOCUMENT (EXCEPT, AS DOCUMENT, EXPRESSLY SET FORTH THEREIN) TRANSACTIONS CONTEMPLATED HEREBY THEREBY SHALL BE GOVERNED BY, CONSTRUED ACCORDANCE WITH, ... | 47Governing Laws |
Borrower shall not, and not permit any WWP Amenities Subsidiary to, create, incur, assume or to exist Lien on direct indirect interest in portion of the Property Worldwide Plaza Amenities, except for Permitted Encumbrances. After prior notice Lender, Borrower, at its own expense, may contest by appropriate legal procee... | 57Liens |
The Board may amend, alter, suspend, discontinue, or terminate the Plan any portion thereof at time; provided , that no such amendment, alteration, suspension, discontinuance termination shall be made without stockholder approval if (i) is necessary to comply with regulatory requirement applicable (including, limitatio... | 2Amendments |
All payments to be made by the Borrower shall without condition or deduction for any counterclaim, defense, recoupment setoff. Except as otherwise expressly provided herein, all hereunder with respect Loans, Administrative Agent, account of respective Lenders which such payment is owed. Each at Agent’s Office in Dollar... | 46General |
The severance benefits payable under this Plan are subject to all withholding and any other deductions required by applicable law. | 99Withholdings |
Equal to Target Bonus . The Executive shall become entitled receive an amount equal the annual target bonus in effect for year which Executive’s Involuntary Termination occurs (the “ ”). Such be paid a lump sum on first business day, within sixty (60)-day period measured from later of (i) date Separation Service due su... | 68Payments |
If any term or other provision of this Agreement is invalid, illegal incapable being enforced by rule Law public policy, all conditions and provisions shall nevertheless remain in full force effect so long as the economic legal substance Merger transactions contemplated hereby are not affected manner adverse to applica... | 79Severability |
The proceeds of the Bridge Loan shall be used to support Reeves County Drilling Program and general working capital needs Borrower no payments will made repay indebtedness owed affiliates unless until Notes have been repaid in full. | 92Use Of Proceeds |
The headings used in this Agreement are for administrative convenience only and do not constitute substantive matter to be considered construing the terms of Agreement. | 48Headings |
Such Owner is duly organized, validly existing and in good standing under the Laws of State South Carolina. | 40Existence |
In the event any one or more of provisions contained in this Amendment should be held invalid, illegal unenforceable respect, validity, legality and enforceability remaining herein shall not way affected impaired thereby (it being understood that invalidity a particular provision jurisdiction itself affect validity suc... | 79Severability |
The Borrower, the Lenders party hereto, Administrative Agent and other parties hereto agree that on First Amendment Effective Date, Credit Agreement shall be amended to delete stricken text (indicated textually in same manner as following example: ) add double-underlined set forth pages attached Exhibit A (the “ Amende... | 2Amendments |
(a) Except as otherwise expressly provided in this Agreement, all costs and expenses incurred connection with Agreement the transactions contemplated hereby shall be borne by Party incurring such expenses. Notwithstanding foregoing, Transfer Taxes paid 50% Purchaser Seller. | 41Expenses |
The representations and warranties in this Agreement shall survive Closing for a period of eighteen (18) months from the Date whereupon they expire be no further force or effect, except that if within such indemnified party gives indemnifying written notice claim breach thereof describing reasonable detail nature basis... | 85Survival |
A “change in control event” within the meaning of Treasury Regulation § 1.409A‑3(i)(5). | 17Change In Control |
Subject to Section 11 hereof and 8.08 of the Loan Agreement, this Agreement is personal parties hereto, rights duties any party hereunder shall not be assignable except with prior written consent other parties. In event, inure binding upon their successors permitted assigns. | 7Assignments |
Any notice required to be delivered the Company under this Agreement shall in writing and addressed Chief Operating Officer of at Company’s principal corporate offices. Director Director’s address as shown records Company. Either party may designate another (or by such other method approved Company) from time time. | 65Notices |
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without effect whatsoever on the between Company other Purchasers, written notice given at time Company, if Closing has not been consummated or before March 31, 2017; provided, however, that termination will affect ... | 88Terminations |
By signing this agreement, you agree to keep both agreement in its entirety and your bonus payment strictly confidential. | 20Confidentiality |
The Loan Documents cannot be amended, terminated, or discharged except in a writing signed by the party against whom enforcement is sought. No waiver, release, other forbearance Lender will effective unless it and then only to extent expressly stated. | 2Amendments |
For purposes of determining Lenders' obligations or rights to fund, participate in receive collections with respect Loans and Letters Credit (including existing Swingline Loans, Protective Advances LC Obligations), Agent may its discretion reallocate Pro Rata shares by excluding a Defaulting Lender's Commitments from t... | 2Amendments |
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