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The Issuing Lender shall furnish a copy of such Letter of Credit to the relevant Borrower promptly following the issuance thereof. | procedure for issuance of letter of credit | Given the provision, provide with the correct label for the given provision |
Until such amounts have been paid, such Person shall not be entitled to any of the rights, privileges or interests of either a Transferee or Member, as the case may be, under this Agreement. | expenses | Given the provision, provide with the correct label for the given provision |
In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. | public information | Given the provision, provide with the correct label for the given provision |
Upon discovery by any Authorized Officer of Finco of a breach of any of the representations or warranties set forth in Section 3.2 of the Receivables Purchase and Administration Agreement, Finco shall give notice to the Purchaser and the Administrative Agent within five (5) Business Days following such discovery, provi... | warranties | Given the provision, provide with the correct label for the given provision |
If such termination occurs prior to the payment of the Second Installment, then a portion of the Bonus will be paid to you in a lump sum following the later of (x) the Closing Date and (y) the termination of your employment. | involuntary terminations | Given the provision, provide with the correct label for the given provision |
All duties assigned to Employee hereunder shall be consistent with the scope and dignity of his position. | duties | Given the provision, provide with the correct label for the given provision |
This Agreement shall not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. | no limitation on rights of the company | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything in this Agreement to the contrary, Employee’s rights in any retirement, pension or profit-sharing plans offered by the Company shall be governed by the rules of such plans as well as by applicable law. | retirements | Given the provision, provide with the correct label for the given provision |
This Fourth Amendment and performance by the Parties hereunder shall be construed in accordance with the laws of the State of California, U.S.A., without regard to provisions on the conflicts of laws. | governing laws | Given the provision, provide with the correct label for the given provision |
Notwithstanding anything contained herein, in no event shall the Purchaser be entitled to purchase any securities which would cause the sum of (1) the number of shares of Common Stock beneficially owned by the Purchaser and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through... | rofrs | Given the provision, provide with the correct label for the given provision |
The Seller shall notify the Buyer in writing of the termination of any Seller Employee that has occurred within 90 days preceding the Closing Date. | employees | Given the provision, provide with the correct label for the given provision |
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall delive... | fatca | Given the provision, provide with the correct label for the given provision |
Each Credit Party shall pay, discharge or otherwise satisfy at or before the Maturity Date or before they become delinquent, as the case may be, all of the Obligations. | payment of obligations | Given the provision, provide with the correct label for the given provision |
Not later than ten (10) Business Days following the last calendar day of each calendar month (other than the months for which a Payment Date Report is delivered) (the “ Monthly Reporting Date ”), the Borrower shall compile and provide (or cause to be compiled and provided) to the Administrative Agent and the Equityhold... | monthly | Given the provision, provide with the correct label for the given provision |
The Options represent five and one-half percent (5.50%) of the Company’s total outstanding shares calculated on a fully-diluted basis as of the post-closing of the Series D financing. | option grants | Given the provision, provide with the correct label for the given provision |
Borrower will not, directly or indirectly, (a) use (or permit any tenant to use) any of its properties or assets for the handling, processing, storage, transportation, or disposal of any Hazardous Material, (b) generate any Hazardous Material, (c) conduct any activity that is likely to cause a Release or threatened Rel... | environmental protection | Given the provision, provide with the correct label for the given provision |
If either Pfenex or NT Pharma seeks to appoint any individual who is not listed in that certain memorandum exchanged between the Parties before the Effective Date and referencing this Agreement (which shall include not only the initial members of the Executive Steering Committee, but also other pre-approved potential a... | memberships | Given the provision, provide with the correct label for the given provision |
Person to purchase and acquire the Notes. | u.s. persons | Given the provision, provide with the correct label for the given provision |
Subject to such Sections 9(j), 9(k) and 9(m), each such stock certificate shall be registered in the name of the Restricted Stock Unit Participant and shall be freely transferable, subject to any market black-out periods which may be imposed by the Company from time to time or insider trading policies to which the Rest... | issuance of stock certificates | Given the provision, provide with the correct label for the given provision |
The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to... | sale of placement shares | Given the provision, provide with the correct label for the given provision |
Prior to the Termination Date, no party shall permit any of its Representatives to, without the written consent of the other party, make any public statement that constitutes or would reasonably be expected to constitute an ad hominem attack on or otherwise disparages any other party, any current or former directors of... | mutual non-disparagement | Given the provision, provide with the correct label for the given provision |
Mortgagor shall promptly comply with and conform to all present and future laws, statutes, codes, ordinances, orders and regulations and all covenants, restrictions and conditions which may be applicable to Mortgagor or to any of the Mortgaged Property (collectively, the " Legal Requirements "). | legal requirements | Given the provision, provide with the correct label for the given provision |
AmericaTowne agrees to be responsible for all costs necessary in providing this information and knowledge to the Service Provider. | independent contractors | Given the provision, provide with the correct label for the given provision |
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Consultant and such officer or director as may be designated by the Board of Managers of the Company. | miscellaneous | Given the provision, provide with the correct label for the given provision |
In the event any one or more of the provisions contained in this Agreement or in any other Transaction Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired... | severability | Given the provision, provide with the correct label for the given provision |
Each party liable hereon in any capacity, whether as maker, endorser, surety, guarantor or otherwise, (i) waives presentment, demand, protest and notice of presentment, notice of protest and notice of dishonor of this debt and each and every other notice of any kind respecting this Note (except as otherwise expressly p... | waiver of notices | Given the provision, provide with the correct label for the given provision |
When a Default is waived, it is deemed cured and the Issuer, the Trustee and the holders will be restored to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. | waiver of past defaults | Given the provision, provide with the correct label for the given provision |
Borrowers in the case of a U.S. Overadvance, the Canadian Borrower in the case of a Canadian Overadvance, and the U.K. Borrower in the case of a U.K. Overadvance) shall, on the sooner of Agent’s demand or the first Business Day after any such Borrower has knowledge thereof, repay the outstanding applicable Revolver Loa... | repayment of revolver loans | Given the provision, provide with the correct label for the given provision |
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 such transactions be con... | severability | Given the provision, provide with the correct label for the given provision |
Context:
EXHIBIT 99.3 Case 18-10248- MFW Doc 632-1 Filed 04/18/18 Page 2 of 60
AGENCY AGREEMENT This Agency Agreement ("Agreement") is made as of April 18, 2018, by and between The Bon-Ton Stores, Inc. and its associated chapter 11 debtors in possession (collectively, "Merchant"),1 on the one hand, and (a) a contractu... | To the extent that there is Merchandise remaining at the Sale Termination Date (the "Remaining Merchandise"), such Remaining Merchandise shall be deemed automatically transferred to Agent free and clear of all liens, claims, and encumbrances. Agent and its affiliates shall be authorized to sell or otherwise dispose of ... | Given the context, answer the question that follows |
There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of Borrower, threatened) against or involving any Credit Party, except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. | labor relations | Given the provision, provide with the correct label for the given provision |
In the event of any conflict between this Agreement and any Letter of Credit Document other than any Letter of Credit, this Agreement shall control. | general | Given the provision, provide with the correct label for the given provision |
The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . | governing laws | Given the provision, provide with the correct label for the given provision |
The purpose and business of the Company shall be to manage and direct the business operations and affairs of the Company and its Subsidiaries and to engage in any other lawful acts or activities for which limited liability companies may be organized under the Delaware Act. | purposes | Given the provision, provide with the correct label for the given provision |
Effective December 31, 1994, benefit accruals provided under the integrated unit credit benefit formula of the State Mutual Companies’ Pension Plan were frozen for all Participants, except Participants eligible for certain continuing benefit accruals. | name of plan | Given the provision, provide with the correct label for the given provision |
Additionally, the Parties acknowledge that in event that the Extension occurs, the Public Shareholders shall have the right to cause the Purchaser to redeem their Purchaser Ordinary Shares in connection with the Extension. | trust accounts | Given the provision, provide with the correct label for the given provision |
Purchaser should obtain advice from an appropriate independent professional adviser with respect to, and under the laws of Purchaser’s country of residence and/or citizenship, the taxation implications of the grant, issuance, purchase, retention, assignment, release, cancellation, sale or any other disposal of the Shar... | tax consequences | Given the provision, provide with the correct label for the given provision |
Each such assignment with respect to an Assignee Lender which is not a Lender, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Revolving Credit Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consen... | permitted assignments | Given the provision, provide with the correct label for the given provision |
This Agreement does not constitute an admission by Cimpress of liability or wrongdoing of any kind on its part. | nature of agreement | Given the provision, provide with the correct label for the given provision |
The Option shall be subject to the terms and conditions of the equity plan and/or any stock option agreement pursuant to which the Option is granted. | equity awards | Given the provision, provide with the correct label for the given provision |
The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or the Subsidiary under the Exchange Act or the Securities Act. | absence of litigation | Given the provision, provide with the correct label for the given provision |
Executive shall have the same rights, privileges, benefits and opportunities to participate in any of Company’s employee benefit plans which may now or hereafter be in effect on a general basis for its employees. | participation in employee benefit plans | Given the provision, provide with the correct label for the given provision |
to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by the Board (in carrying out its duties on behalf of the Board or the Company), or any Member, to the extent disclosure is necessary or advisable: (i) in the case of the Board, to obtain... | confidentiality | Given the provision, provide with the correct label for the given provision |
This Agreement has been, and at or prior to the Closing, each of the Ancillary Documents to which it is a party will be, duly and validly executed and delivered by Purchaser. | authority | Given the provision, provide with the correct label for the given provision |
The interpretation, performance and enforcement of this Agreement will be governed by the law of the state of Delaware without regard to such state’s conflicts of laws rules. | choice of laws | Given the provision, provide with the correct label for the given provision |
Schedule 5.10 contains an accurate list of all Subsidiaries of the Borrower as of the date of this Agreement, setting forth which Subsidiaries are Material Subsidiaries (and indicating that, as of such date, there are no Excluded Subsidiaries) and setting forth each Subsidiary’s jurisdiction of organization and the per... | subsidiaries | Given the provision, provide with the correct label for the given provision |
The representations and warranties of the Seller contained in this Agreement or in any Seller Document or closing certificate delivered to the Buyer pursuant hereto shall be true and correct at and as of the Closing Date as though made at and as of that time other than such representations and warranties as are specifi... | warranties | Given the provision, provide with the correct label for the given provision |
Notwithstanding the foregoing, this Section 2.16 will not apply to losses, costs or expenses resulting from Taxes, as to which Section 2.17 shall govern. | break funding payments | Given the provision, provide with the correct label for the given provision |
Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circum... | obligations absolute | Given the provision, provide with the correct label for the given provision |
Each party agrees to indemnify and defend the other party for, from and against and hold the other party harmless for, from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys' fees) with respect to any leasing commissi... | brokers | Given the provision, provide with the correct label for the given provision |
Seller and Buyer shall reasonably cooperate so as to minimize any potential tax risk to Buyer or Seller as a result of the transactions contemplated hereby. | cooperation | Given the provision, provide with the correct label for the given provision |
Except for (a) consents and approvals for the assignment of the Assets to Purchaser that are customarily and lawfully obtained after the assignment of properties similar to the Assets and (b) any consents that Seller is required to obtain under this Agreement or otherwise, there are no consents, approvals or other rest... | consents | Given the provision, provide with the correct label for the given provision |
This Award shall vest with respect to its performance-based vesting conditions based on achievement of the Performance Goals set forth in the Grant Notice. | performance goals | Given the provision, provide with the correct label for the given provision |
Except as provided below, and without limiting the Managers’ rights to have payments owing to it under this Agreement to be paid to its Manager Designees or other affiliates, none of the parties hereto will have the right to assign this Agreement without the prior written consent of each of the other parties. | assignments | Given the provision, provide with the correct label for the given provision |
No officer or key employee of the Corporation has advised the Corporation in writing that he intends to terminate employment with the Corporation. | employees | Given the provision, provide with the correct label for the given provision |
Subject to Section 7(a), any outstanding Restricted Stock Units that became vested on a Vesting Date shall be settled into an equal number of shares of Company Common Stock on a date selected by the Company that is within 30 days following such Vesting Date (each such date, a “ Settlement Date ”). | timing of settlement | Given the provision, provide with the correct label for the given provision |
The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of s... | collateral agents | Given the provision, provide with the correct label for the given provision |
If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 11(a)(ii) effected without its written consent if (1) such se... | settlement without consent if failure to reimburse | Given the provision, provide with the correct label for the given provision |
This Lease may be modified only in writing, signed by the parties in interest at the time of the modification. | entire agreements | Given the provision, provide with the correct label for the given provision |
The Company is not in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardo... | environmental matters | Given the provision, provide with the correct label for the given provision |
In addition, Alder observes the following paid holidays: Memorial Day, Independence Day, Labor Day, Thanksgiving, Friday after Thanksgiving, and the week of Christmas to New Year’s Day. | benefits | Given the provision, provide with the correct label for the given provision |
Executive further represents and warrants that Executive shall not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. | no conflicts | Given the provision, provide with the correct label for the given provision |
Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Advance. | optional conversion of advances | Given the provision, provide with the correct label for the given provision |
The purpose of the Corporate Governance Manual is to provide better corporate guidelines for the Company's management pertaining not only to the day-to-day affairs of the Company, but also the proper conduct of its officers and directors, and further provide greater transparency for all Company shareholders in any and ... | corporate governance | Given the provision, provide with the correct label for the given provision |
Parent, the Sellers, the Company and each Company Subsidiary each agree to file (and cause their Affiliates to file) their respective Tax Returns in a manner consistent with this Section 2.6 , unless otherwise required by applicable Legal Requirements. | tax treatment | Given the provision, provide with the correct label for the given provision |
The limitations imposed by this Section 17.K shall be interpreted and administered in accordance with Code Section 436 and Treasury regulations under Section 1.436-1. | interpretation of provisions | Given the provision, provide with the correct label for the given provision |
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