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All representations and warranties, covenants and agreements contained in this Agreement, including the agreements contained in Sections 4(f) and 11(d), the indemnity agreements contained in Section 6 and the contribution agreements contained in Section 7, shall remain operative and in full force and effect regardless ... | 1 | Agreements |
This Third Amended and Restated Credit Agreement, as the same may be amended, modified, supplemented and/or extended from time to time, including the Schedules and Exhibits hereto. | 1 | Agreements |
This Agreement states the terms and conditions under which Borrower may obtain the Revolving Credit Loan from Lender. | 1 | Agreements |
The Supplemental Guarantor hereby acknowledges that it has received a complete copy of the Credit Agreement and all modifications, supplements and amendments thereto and agrees that it shall be bound by all provisions of the Credit Agreement applicable to Guarantors, including, without limitation, the Guarantee Agreeme... | 1 | Agreements |
No Borrower is a party to any agreement or instrument or subject to any restriction which might materially and adversely affect any Borrower, any Property, the Collateral, or such Borrower’s business, properties or assets, operations or condition, financial or otherwise. No Borrower is in default with respect to any or... | 1 | Agreements |
An election by the Employee to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed ... | 1 | Agreements |
As a condition to the Company’s obligation to issue shares of Common Stock upon exercise hereof, the Holder shall execute the Subscription Agreement attached hereto as Annex A . | 1 | Agreements |
Borrower is not a party to any agreement or instrument or subject to any restriction which might adversely affect Borrower or the Property, or Borrower’s business, properties, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the performance, observance or fulfillmen... | 1 | Agreements |
The Participant acknowledges and agrees that in the performance of the Participant’s duties to the Company during the Participant’s employment with the Company, the Participant shall be brought into frequent contact with existing and potential customers of the Company throughout the world. The Participant also agrees t... | 1 | Agreements |
As of the Closing Date, such Grantor has no Material Contracts or inbound licenses of Material Intellectual Property which are non-assignable by their terms, or as a matter of law, or which prevent the granting of a security interest therein, except for those Material Contracts noted in Schedule 6.24 to the Disclosure ... | 1 | Agreements |
This Second Amended and Restated Term Loan Agreement, including the Exhibits and Schedules hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time. | 1 | Agreements |
If Seller and Purchaser agree on the existence and Environmental Defect Value of any such Open Environmental Defect, then the Environmental Defect Value for such Open Environmental Defect shall be the agreed Environmental Defect Value for purposes of determining the Defect Adjustment, if any. Upon any such agreement, S... | 1 | Agreements |
Guarantor is not a party to any agreement, instrument or indenture, or subject to any restriction, materially adversely affecting its business, operations, assets or financial condition, except as disclosed in the financial statements referred to in Section 3(g) . Guarantor is not in default in the performance, observ... | 1 | Agreements |
Resolute Firewheel Seller Sellers Caprock Permian Caprock Field Services Buyer Buyers Party Parties . | 1 | Agreements |
The parties to this Agreement agree that it is their intention that the Parity Liens be identical. In furtherance of the foregoing, the parties hereto agree that the Parity Lien Security Documents creating Liens upon Collateral securing any Parity Lien Obligation shall be in all material respects the same forms of docu... | 1 | Agreements |
The Buyer shall have performed or complied in all respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. | 1 | Agreements |
This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect hereto have been made by either party which are not expressly set forth in the Agreement. | 1 | Agreements |
Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing. Buyer shall have received a certificate of Seller to that effect. | 1 | Agreements |
UMHL shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. | 1 | Agreements |
The execution, delivery and performance by Seller of this Agreement are not precluded or proscribed by, and will not, to Seller’s Knowledge, (i) violate any provision of any existing law, statute, rule or order, decree, writ or injunction of any court, governmental department, commission, board, bureau, agency or instr... | 1 | Agreements |
If so requested by the Company or the underwriters in connection with the initial public offering of the Company’s securities registered under the Securities Act, excluding any resale registrations thereunder, Purchaser shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dis... | 1 | Agreements |
Solely in the event that Borrower shall have compiled with all its obligations herein and reimbursed Lender for all professional fees and expenses incurred and unpaid in connection with the Existing Credit Agreement as amended hereby, in each case, on or before December 31, 2017, the Lender shall waive the Specified De... | 1 | Agreements |
Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing. Seller shall have received a certificate of Buyer, executed by an authorized officer of Buyer, to that effect. | 1 | Agreements |
Each Grantor hereby covenants and agrees that it shall notify the Term Collateral Agent of any default under any Pledged Debt that has caused or could reasonably be expected to cause, either in any individual case or in the aggregate, a Material Adverse Effect. | 1 | Agreements |
By selecting the “Accept" button below you agree (i) to enter into this Agreement electronically, and (ii) to the terms and conditions of the Agreement. Until you select the "Accept" button below, this Award shall not be effective and if you do not select the “Accept" button within 14 days from the date the Agreement i... | 1 | Agreements |
None of the Loan Parties is a party to any contract or agreement that has or could reasonably be expected to have a Material Adverse Effect, and each the Loan Parties is in compliance in all material respects with all material contracts and agreements to which it is a party except for any non-compliance that could not ... | 1 | Agreements |
Each Grantor hereby covenants and agrees that with respect to any letter of credit to which such Grantor has Letter-of-Credit Rights or pursuant to which such Grantor is the beneficiary, in excess of $500,000 hereafter arising it shall use commercially reasonable efforts to obtain the consent of the issuer thereof to t... | 1 | Agreements |
From and after the Effective Date, Seller shall not enter into any new lease or other occupancy agreements for the Property which will survive Closing without first obtaining Buyer’s advance written consent, which may be withheld in Buyer’s sole and absolute discretion. | 1 | Agreements |
The Purchaser shall have performed or complied in all material respects with all agreements, conditions and covenants required by this Agreement to be formed or complied with by it on or before the Closing Date. | 1 | Agreements |
No Individual Borrower is a party to any agreement or instrument or subject to any restriction which is reasonably expected to result in a Material Adverse Effect. No Individual Borrower is in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, whic... | 1 | Agreements |
Tenant acknowledges and agrees that: (a) upon receipt of written notice from Lender that the Loan is in default, Tenant will (and Borrower authorizes Tenant to) pay all rent and other amounts due to Borrower under the Lease directly to Lender; (b) Lender has no obligation to Tenant regarding Borrower’s application of t... | 1 | Agreements |
This Agreement has been duly authorized, executed and delivered by each of the Company Parties as of the date hereof. | 1 | Agreements |
(a) Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) effect (i) any waiver, supplement, modification or amendment of (A) (x) any indenture, instrument or agreement pursuant to which any unsecured Material Indebtedness, any Indebtedness that is expressly subordinated in... | 1 | Agreements |
This Agreement, and those certain agreements including the Convertible Debentures, Common Stock Purchase Warrant, and Escrow Agreement executed concurrently herewith shall make up the entire agreement of the parties with respect to the transactions contemplated herein. | 1 | Agreements |
By signing below, each Guarantor (a) acknowledges, consents and agrees to this First Amendment, (b) acknowledges and agrees to any amendment to its obligations in respect of the Guarantee made pursuant to this First Amendment, (c) acknowledges and agrees that its obligations in respect of the Guarantee, the Security Ag... | 1 | Agreements |
Neither Seller nor any Subsidiary of Seller is a party to any agreement, instrument, or indenture or subject to any restriction materially and adversely affecting its business, operations, assets or financial condition, except as disclosed in the financial statements described in Section 13(a)(5) hereof. Neither Selle... | 1 | Agreements |
Prior to the Investment Grade Date and after the Collateral Regrant Date (a) (i) permit any waiver, supplement, modification or amendment of any indenture, instrument or agreement pursuant to which any Subordinated Indebtedness or Permitted Junior Debt or any Permitted Refinancing Debt thereof of the Borrower or any Re... | 1 | Agreements |
None of Borrower, Equity Owner, Operating Lessee Pledgor, Mortgage Borrower or Operating Lessee is a party to any agreement or instrument or subject to any restriction for which a default or violation by Borrower, Equity Owner, Operating Lessee Pledgor, Mortgage Borrower or Operating Lessee (as applicable) is reasonabl... | 1 | Agreements |
Except as would not reasonably be expected to, individually or in the aggregate, result in Material Adverse Effect, none of the Borrower or any Subsidiary will (a) become the sponsor of, contribute to, be required to contribute to or otherwise incur actual or potential liability with respect to, any Benefit Plan, (b) c... | 1 | Agreements |
Seller shall not enter or permit Manager to enter (where Seller has the right under the Hotel Management Agreement to prohibit Manager from doing so) into any additional service contracts, equipment leases or other similar agreements that will be binding upon Buyer without the prior consent of Buyer; provided, however,... | 1 | Agreements |
Borrower is not a party to any agreement or instrument or subject to any restriction which could materially and adversely affect Borrower or the Property, or Borrower’s business, assets or properties, operations or condition (financial or otherwise). Borrower is not in default in any material respect in the performanc... | 1 | Agreements |
The meaning specified in the preamble hereto. | 1 | Agreements |
As of the Closing Date, such Obligor does not have any material contracts, material agreements or material licenses which are non-assignable by their terms, or as a matter of law, or which prevent the granting of a security interest therein. | 1 | Agreements |
Each Grantor shall use commercially reasonable efforts to ensure that each Material Agreement entered into after the date hereof (i) may be collaterally assigned to secure the Secured Obligations, and (ii) may, in the event of any exercise of remedies hereunder, be assigned to a purchaser in a foreclosure or other sale... | 1 | Agreements |
(a) There exists no default by any Credit Party in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument (including, without limitation, any Distribution Agreement) to which it is a party which would reasonably be expected to result in a M... | 1 | Agreements |
The Presidential Parties shall have performed all obligations to be performed by them, and complied with their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing. | 1 | Agreements |
The parties hereto acknowledge and agree that it is their intention that the Priority Lien Collateral, the Second Lien Collateral and the Third Lien Collateral be identical (other than with respect to Excluded Assets of the type described in clause (i) of the definition thereof, which shall not constitute Second Lien C... | 1 | Agreements |
This Agreement and, to the extent requested by any Lender, a Note made payable to such Lender. | 1 | Agreements |
No Loan Party is a party to any agreement or instrument or subject to any restriction which would reasonably be expected to have a Material Adverse Effect. No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrume... | 1 | Agreements |
Neither Borrower nor any of its Subsidiaries is a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate or other organizational restriction, in each case which could reasonably be expected to result in a Material Adverse Event. Neithe... | 1 | Agreements |
Each Award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such Award. No Award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, either executed by the Company and, to the extent required by the Company, eith... | 1 | Agreements |
Borrower is not a party to any agreement or instrument or subject to any restriction which would reasonably be expected to have a Material Adverse Effect. Neither Borrower nor Mortgage Borrower is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or co... | 1 | Agreements |
Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.04(b)(ii) . | 1 | Agreements |
The Agent and the Lenders shall have received duly executed signature pages for this Amendment No. 4 and Waiver signed by the Borrowers, each other Credit Party, the Agent and the Lenders. | 1 | Agreements |
The Committee may require a Participant to enter into an Agreement evidencing the Award, which Agreement shall contain such terms and conditions, not inconsistent with the Plan, as the Committee determines in its discretion. | 1 | Agreements |
The parties hereto agree that it is their intention that the ABL Collateral, the Note Collateral and any Additional First Lien Collateral be identical except as provided in Article VI and as otherwise provided herein. In furtherance of the foregoing and of Section 8.08 , the parties hereto agree, subject to the other p... | 1 | Agreements |
Citywide will have performed and complied in all material respects with each of its agreements contained in this Agreement. | 1 | Agreements |
The Borrower is not a party to any agreement or instrument or subject to any corporate restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Subsidiary of the Borrower is in default in any manner under any provision of any indenture or other a... | 1 | Agreements |
Any and all other rights of Borrower in and to the items set forth in subsections (a) through (h) above, and all amendments, modifications, replacements, renewals, extensions, supplements, restatements and substitutions thereof. | 1 | Agreements |
Neither Borrower nor Operating Lessee is a party to any agreement or instrument or subject to any restriction which would reasonably be expected to materially and adversely affect Borrower and Operating Lessee, taken as a whole, or any Individual Property, or, taken as a whole, Borrower’s and Operating Lessee’s busines... | 1 | Agreements |
This Agreement is the restricted stock agreement referred to in Section 2.5 of the Plan. If there is any conflict between the Plan and this Agreement, the provisions of the Plan shall control. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or... | 1 | Agreements |
Except as set forth on Schedule 3.14(n) , entered into any agreement, or otherwise obligated themselves, to do any of the foregoing. | 1 | Agreements |
Agreement ” ” ), dated as of , 20 , is by and between , a (the “ “ Subsidiary ” ” ), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Term Loan Credit Agreement (as it may be amended, modified, restated or supplemente... | 1 | Agreements |
By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in the Receivables and the other Transferred Assets by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledg... | 1 | Agreements |
(the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each](2) Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed ... | 1 | Agreements |
None of the Borrower or any of the Subsidiaries is in default under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such default, ind... | 1 | Agreements |
Amended and Restated Credit Agreement, dated as of April August 9, 2014 2017 (as amended, restated, amended and restated, modified, supplemented and/or extended from time to time, the “ Agreement ”), among TransUnion Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), a Delaware corporation, the Borrower, the Guarant... | 1 | Agreements |
Borrower is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower or the Property, or Borrower’s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the performance,... | 1 | Agreements |
(the “Agreement”) is effective as of October 10, 2016 (the “Agreement Date”) by and between Yogesh K. Gupta (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”). | 1 | Agreements |
The Contributors shall have performed all obligations to be performed by them, and complied with their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing. | 1 | Agreements |
Each grant of a Stock Option shall be evidenced by a written or electronic Incentive Agreement. Among its other provisions, each Incentive Agreement shall set forth, subject to Section 422 of the Code, the extent to which the Grantee shall have the right to exercise the Stock Option following termination of the Grantee... | 1 | Agreements |
The Supplemental Guarantor hereby acknowledges that it has received a complete copy of the Credit Agreement and all modifications, supplements and amendments thereto (including, without limitation, the Additional Borrower Agreement, dated as of October 16, 2014 and the Supplemental Guarantee dated as of December 18, 20... | 1 | Agreements |
Neither Seller nor any of its Subsidiaries is a party to any agreement, instrument or indenture, or subject to any restriction, that has, or could reasonably be expected to have, a Material Adverse Effect. None of Seller’s Subsidiaries is subject to any dividend restriction imposed by a Governmental Authority other th... | 1 | Agreements |
Each party hereto hereby acknowledges and agrees that except as expressly provided in this Amendment, nothing in this Amendment shall be construed as a waiver of any provision of the Securities Purchase Agreement by any party hereto, nor shall it in any way affect the validity of, or the right of any party hereto to en... | 1 | Agreements |
The Grantee, if such person is an officer, director or owner of greater than 5% of the Common Stock of the Company at such time (including, for purposes of determining stock ownership, shares of Common Stock issuable upon exercise of options or warrants, or conversion of securities convertible into shares of Common Sto... | 1 | Agreements |
The Seller shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date. | 1 | Agreements |
By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2016-2 SUBI Certificate and the 2016-2 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholde... | 1 | Agreements |
Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.01(b) . | 1 | Agreements |
Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim in excess of $2,000,000, individually, or $10,000,000, in the aggregate, hereafter arising it shall promptly and in no event later than thirty (30) days (or such later date as agreed in writing by the Term Collateral Agent in its re... | 1 | Agreements |
Seller shall have performed or complied in all material respects with each obligation, agreement and covenant to be performed or complied with by it under this Agreement on or prior to the Closing Date. | 1 | Agreements |
The covenants and agreements of Sellers and the Company to be performed on or before the Closing Date in accordance with this Agreement shall have been performed in all material respects. | 1 | Agreements |
By signing below, each Subsidiary Guarantor (a) acknowledges, consents and agrees to this Amendment, (b) acknowledges and agrees to any amendment to its obligations in respect of the Subsidiary Guaranty Agreement made pursuant to this Amendment, (c) acknowledges and agrees that its obligations in respect of the Subsidi... | 1 | Agreements |
No failure or delay on the part of the Company or you in enforcing or exercising any right or remedy under this letter will operate as a waiver thereof. This letter agreement may not be amended or modified except by an express written agreement signed by you and an authorized representative of the Company. This letter ... | 1 | Agreements |
Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.03(b) . | 1 | Agreements |
The execution, delivery and performance by Seller of this Agreement are not precluded or proscribed by, and will not, to Seller's Knowledge, (i) violate any provision of any existing law, statute, rule or order, decree, writ or injunction of any court, governmental department, commission, board, bureau, agency or instr... | 1 | Agreements |
Each of the Principals, intending to be legally bound hereby, does hereby acknowledge and agree as follows: (i) Principals acknowledge having reviewed the terms of the Third Amendment, and agree to the terms thereof; (ii) that the Validity Certificates, and other Loan Documents to which the Principals are a party, and ... | 1 | Agreements |
The release executed by an Employee (in a form to be provided to the Employee by the Plan Administrator, within five days of the Termination Date in its sole and absolute discretion) under which, among other things, the Employee releases and discharges all Employers and related entities (as well as any third party for ... | 1 | Agreements |
This Credit Agreement, including the Schedules and Exhibits hereto. | 1 | Agreements |
Each Group Member has provided to the Agent accurate and complete copies of all of the following agreements or documents to which it is subject and each of which is listed on Schedule 3.18 : all Material DL OLC Agreements; all material licenses and permits held by the Group Members; instruments and documents evidencing... | 1 | Agreements |
An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company's benefit plans, programs or policies. Nothing in this Agreement shall be constru... | 1 | Agreements |
The parties hereto agree that, except as provided in Section 2.10, it is their intention that the Collateral for the Priority Lien Obligations and the Collateral for the Junior Lien Obligations be identical. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement, th... | 1 | Agreements |
Upon the expiration or earlier termination of this Agreement, Tenant shall reasonably cooperate with Landlord or its designee, in connection with Landlord’s efforts to transfer and assign to Landlord or its designee all Leased Intangible Property, including, without limitation, any contracts, agreements, leases, licens... | 1 | Agreements |
(i) Each of the undersigned Subsidiary Guarantors consents and agrees to and acknowledges the terms of this Waiver and Consent. Each of the undersigned Subsidiary Guarantors further agrees that the obligations of the undersigned pursuant to the Subsidiary Guarantor executed by such Subsidiary Guarantor shall remain in ... | 1 | Agreements |
On or before the date of this Agreement, the Borrower shall have executed and/or delivered such other documents, instruments, and agreements as the Lender and its legal counsel may reasonably require in connection with the transactions contemplated hereby, which shall be satisfactory to the Lender in all material respe... | 1 | Agreements |
Neither the Borrower nor any of Subsidiary is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such default coul... | 1 | Agreements |
The Company is not a Party to, or bound by any: (i) contract, arrangements, commitment or understanding; (ii) contractual obligation or contractual liability of any kind to any person; (iii) contract, arrangement, commitment or understanding with a potential or actual customer or any officer, employee, stockholder, dir... | 1 | Agreements |
The Administrative Agent shall have received this Agreement , duly executed and delivered by each Lender , the Administrative Agent , and an Authorized Officer of Borrower and the Parent . | 1 | Agreements |
Except for this Agreement and the Escrow Agreement (as hereinafter defined), and except as disclosed in SEC Reports, there are no agreements, understandings, instruments, contracts or proposed transactions, or judgments, orders, writs or decrees, to which the Company is a party or by which it is bound. The Company is n... | 1 | Agreements |
This Agreement is the agreement referred to in Article 7.4 of the Plan. If there is any conflict between the Plan and this Agreement, the provisions of the Plan will control. Any dispute or disagreement which arises under or in any way relates to the interpretation or construction of the Plan or this Agreement will b... | 1 | Agreements |
Subject to all of the terms and conditions of this Agreement, each Seller agrees to sell to Buyer, and Buyer agrees to purchase from each Seller, all of such Seller’s right, title and interest in, to and under the Property, as applicable, upon and subject to the terms and conditions set forth herein. | 1 | Agreements |
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