FENTECH/Legal-BERT-Clause-Classification
Text Classification
•
0.1B
•
Updated
•
653
Dataset Viewer
text
stringlengths 18
3.95k
| label
class label 100
classes |
|---|---|
Except as otherwise set forth in this Debenture, the Company, for itself and its legal representatives, successors assigns, expressly waives presentment, protest, demand, notice of dishonor, nonpayment, maturity, presentment purpose accelerating diligence collection.
| 97Waivers
|
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such Events for which liability occur, could be result in a Material Adverse Effect. Neither Borrower nor any Affiliate maintains contributes obligation maintain contribute Multiemployer Plan Plan, otherwise under Title IV of ERISA.
| 39Erisa
|
This Amendment may be executed by one or more of the parties hereto on any number separate counterparts, and all said counterparts taken together shall deemed to constitute same instrument. delivered facsimile other electronic transmission relevant signature pages hereof.
| 26Counterparts
|
From time to time, as and when required by the Surviving Corporation or its successors assigns, there shall be executed delivered on behalf of Ashford (DE) such deeds other instruments, taken caused it all further action, appropriate, advisable necessary in order vest, perfect confirm, record otherwise, title possession property, interests, assets, rights, privileges, immunities, powers, franchises authority (DE), otherwise carry out purposes this Agreement. The officers directors are fully authorized name take any action execute deliver instruments.
| 45Further Assurances
|
Commencing March 7, 2016 and during the Employment Period, Company shall pay to Executive a base salary at rate of no less than $750,000 per calendar year (the “Base Salary”), applicable deductions, prorated for any partial month or year, as applicable. The Base Salary be reviewed increase by Compensation Committees AFG AAC “Compensation Committees”) frequently annually may increased in discretion Committees. Any such adjusted constitute Salary” purposes this Agreement. paid substantially equal installments accordance with AAC’s regular payroll procedures. Executive’s not decreased Period. provide payment an amount difference between (i) payments would have received had he been set forth Section 4(a) period commencing on ending Effective Date hereof (ii) actual made period, payable lump sum date soon practicable following Date.
| 11Base Salary
|
All notices required or permitted under this Agreement will be in writing, reference Agreement, and deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, written confirmation of receipt; (iii) three (3) days having been sent by registered certified mail, return receipt requested, postage prepaid. such to the addresses set forth above other address as may specified either party accordance Section.
| 65Notices
|
Each Credit Party shall maintain, in all material respects, proper, complete and consistent books of record with respect to such Person’s operations, affairs, financial condition. From time upon reasonable prior notice, each permit any Lender, at times intervals a extent under the guidance officers or employees delegated by Party, to, subject applicable confidentiality considerations, examine copy records visit inspect Property discuss business operations directors thereof (provided that, so long as no Event Default has occurred is continuing, Lenders be entitled only one per year coordinated Administrative Agent).
| 73Records
|
BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS INDEMNITEES FOR, FROM AGAINST ANY ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES EXPENSES) WHICH INDEMNITEE MAY INCUR AS A DIRECT INDIRECT CONSEQUENCE OF: (A) THE PURPOSE APPLIES LOAN PROCEEDS; (B) FAILURE OF PERFORM OBLIGATIONS WHEN REQUIRED BY THIS AGREEMENT DOCUMENTS; (C) AT TIME BORROWER'S REPRESENTATIONS WARRANTIES BE TRUE CORRECT; (D) ACT OMISSION BORROWER, CONSTITUENT PARTNER MEMBER WITH RESPECT PROPERTY IMPROVEMENTS; (E) ACTION IN CONNECTION ENFORCEMENT ITS RIGHTS UNDER DOCUMENTS RELATED EXCEPT EXTENT ARISING FORM GROSS NEGLIGENCE WILLFUL MISCONDUCT INDEMNITEE. SHALL PROMPTLY PAY UPON DEMAND AMOUNTS OWING INDEMNITY, TOGETHER INTEREST DATE SUCH OBLIGATION ARISES UNTIL PAID RATE APPLICABLE PRINCIPAL BALANCE NOTE. DUTY SURVIVE CANCELLATION NOTE RECONVEYANCE, RELEASE SATISFACTION PARTIAL SECURITY INSTRUMENT DOCUMENTS.
| 50Indemnity
|
Sublessee leases the Aircraft in its “as is, where is” condition. The only services, rights, or warranties to which is entitled under this Sublease are those Sublessor provided Prime Lease.
| 98Warranties
|
This Agreement shall be construed and enforced in accordance with the laws of State Minnesota (without reference to its conflicts provisions).
| 47Governing Laws
|
Any dispute, controversy, claim or action of any kind arising out of, relating to, in connection with this Agreement, way involving Company and Investor their respective Affiliates, including issues arbitrability, will be resolved solely by final binding arbitration English before a retired judge at JAMS International, its successor, the Territory Virgin Islands, pursuant to most expedited Streamlined Arbitration Rules procedures available. interim award may entered enforced court competent jurisdiction. The include prevailing party’s reasonable arbitration, expert witness attorney fees, costs expenses. Notwithstanding foregoing, sole discretion bring an U.S. District Court for Nevada Middle Florida addition lieu aid arbitration.
| 6Arbitration
|
This Agreement and any of the documents related hereto rights, duties, or obligations thereunder may not be assigned by Applicant without written consent Commissioner. Any assignment made Commissioner shall void no force effect.
| 7Assignments
|
Borrower or any Guarantor fails to provide the Lender with financial statements, tax returns other information within thirty (30) days of Lender’s request..
| 43Financial Statements
|
Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to knowledge Company, threatened against affecting any Subsidiary their respective properties before by court, arbitrator, governmental administrative agency regulatory authority (federal, state, county, local foreign) (collectively, an " Action ") which (i) adversely affects challenges legality, validity enforceability Transaction Documents Securities (ii) could, if were unfavorable decision, have reasonably be expected result a Material Adverse Effect. Neither Company nor Subsidiary, director officer thereof, has been subject involving claim violation liability under federal state securities laws breach fiduciary duty. There not been, and contemplated, Commission current former Company. The issued stop order other suspending effectiveness registration statement filed Exchange Act Act.
| 58Litigations
|
Neither the Company’s ownership of assets, nor, to such Assignor’s knowledge, operation assets is in violation any applicable laws, licenses and permits, including environmental material respect.
| 19Compliance With Laws
|
THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF STATE NEW YORK . The other provisions of Article IX the Credit Agreement shall apply to this Amendment same extent as if fully set forth herein.
| 47Governing Laws
|
During the Term of Executive’s Agreement, Executive shall be entitled to paid vacation in accordance with most favorable plans, policies, programs and practices Company its subsidiaries as effect at any time hereafter respect other key Executives subsidiaries; provided, however, that no event fewer than 25 business days per year, well pay for all holidays observed by Company.
| 93Vacations
|
This Agreement supersedes all prior agreements, whether oral or written, by any officer, employee representative of party hereto in respect the subject matter contained herein; and agreement parties herein is hereby terminated cancelled (other than Non-disclosure Assignment Inventions dated May 24, 2013 between Employee Company).
| 38Entire Agreements
|
All notices, requests, demands and other communications required or permitted to be given made under this Agreement shall in writing deemed have been if delivered by hand, sent generally recognized overnight courier service mail: (i) the Executive, Executive’s address as it appears records of Company, (ii) Navigant Consulting, Inc., 30 S. Wacker Drive, Chicago, Illinois 60606, Attention: General Counsel, (iii) such either party furnished accordance herewith. Notice will effective when actually received addressee.
| 65Notices
|
The validity or unenforceability of any provision provisions this Agreement shall not affect the enforceability other hereof, which will remain in full force and effect. Should a court body competent jurisdiction determine that is excessive scope otherwise illegal, invalid, void unenforceable, such be adjusted rather than voided, if possible, so it enforceable to maximum extent possible.
| 79Severability
|
Notwithstanding anything herein to the contrary, Company shall have right enforce provisions of Section 3.3 through an action, suit or proceeding brought in any federal court located State Colorado state court, and each Participant consents exclusive jurisdiction venue such courts (and appropriate appellate therefrom) irrevocably waives, fullest extent permitted by law, a jury trial objection that party may now hereafter laying has been inconvenient forum.
| 96Waiver Of Jury Trials
|
All covenants, agreements, representations and warranties made by the Borrower 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, regardless investigation such party on its behalf notwithstanding that Administrative Agent Lender may had notice knowledge Default incorrect representation warranty at time credit is extended hereunder, continue full force effect as long principal accrued interest Loan fee amount payable under outstanding. The provisions Section 2.15 , 2.16 2.17 9.03 Article VIII remain consummation transactions contemplated hereby, repayment Loan, termination provision hereof.
| 85Survival
|
The Purchaser is an entity and duly incorporated, validly existing in good standing under the laws of jurisdiction its incorporation or organization.
| 66Organizations
|
This Agreement may be executed in any number of counterparts, and electronically, each which when so delivered shall taken to an original; but such counterparts together constitute one the same document.
| 26Counterparts
|
This Agreement shall be binding upon and inure to the benefit of Borrower, each Guarantor, Administrative Agent, Bank their respective successors permitted assigns, except that Borrower Guarantor Guarantors not have right assign any rights hereunder or interest herein without prior written consent Banks. The Banks this are set forth in subject provisions Section 10.16 .
| 13Binding Effects
|
Borrower shall use proceeds of the Loan to (a) make initial deposits Reserve Funds, (b) distributions Equity Owner, (c) pay costs and expenses incurred in connection with closing any related Securitization, (d) extent remain after satisfying clauses through above, for such lawful purpose as designate.
| 92Use Of Proceeds
|
Landlord and Tenant acknowledge agree that the Lease Term commenced on May 1, 1996 is scheduled to expire April 30, 2017. hereby extend for period commencing 2017 expiring July 31, 2020 (the “ Additional ”), unless further extended or earlier terminated in accordance with provisions of Lease.
| 89Terms
|
Except as set forth on Schedule 8.1.18 hereto, there are no actions, suits, proceedings or investigations pending, to the knowledge of Loan Parties, threatened, against affecting any Party its Domestic Subsidiaries which, singly in aggregate, would reasonably be expected have a Material Adverse Effect that involve Document Closing Date Transactions. Neither nor is default with respect order, writ, injunction, judgment, decree rule Governmental Authority, Effect.
| 58Litigations
|
During the Term, Executive shall be entitled to five (5) weeks of vacation annually, administered in accordance with Corporation’s program. The also all paid holidays given by Corporation its U.S. employees.
| 93Vacations
|
You agree to hold the facts and circumstances surrounding execution of this Agreement Supplemental Release in strictest confidence.
| 20Confidentiality
|
Minera William shall not fully or partially transfer its right to receive the Royalty without prior written consent of GTM and first offering such interest on same terms, conditions price which Payee intends an unrelated third party. may assign rights obligations under this Exhibit “A” William, provided that assignee agrees in writing be bound by terms so notifies William.
| 7Assignments
|
This Agreement, together with the Non-Competition contains entire agreement of parties respect to Employee’s employment by Employer, and supersedes any all prior agreements between or among parties. There are no other contracts, understandings, whether oral written, existing them except as contained referred in this Agreement.
| 38Entire Agreements
|
This Agreement taken together with the offer letter dated as of date hereof and regarding relocation reimbursement contains entire agreement parties relating to subject matter may not be waived, changed, modified, extended or discharged orally, but only by specifically referencing this that is signed party against whom enforcement any such waiver, change, modification, extension discharge sought. Employee acknowledges Company bound oral other unauthorized statements promises salary, benefits, length employment conditions Employee’s employment. All previous agreements arrangements between are hereby terminated. Each agrees no representations, inducements, agreements, orally otherwise, have been made either party, anyone acting on behalf expressly set forth in Agreement, agreement, statement promise shall valid binding unless modified amended pursuant Section 16(e). writing both Company, through its Chief Executive Officer President.
| 38Entire Agreements
|
This Agreement may be executed by one or more of the parties to this on any number separate counterparts, and all said counterparts taken together shall deemed constitute same instrument. The exchange copies signature pages facsimile PDF transmission effective execution delivery as hereto used in lieu original for purposes. Signatures transmitted their signatures
| 26Counterparts
|
From the date hereof through Closing, each party hereto shall promptly notify representative of other parties any known Proceeding which after are threatened or commenced against such its affiliates officer, director, employee, consultant, agent Acquiree Company Record Owners thereof, in their capacities as such, which, if decided adversely, could reasonably be expected to have a Material Adverse Effect upon condition (financial otherwise), assets, liabilities, business, operations prospects Subsidiaries.
| 58Litigations
|
The Committee has the right at any time, and from time to amend, alter, suspend, discontinue or cancel Option, prospectively retroactively; provided, however , that no such amendment shall adversely affect Participant’s material rights under this Agreement without written consent, be in accordance with Section 409A of Code.
| 2Amendments
|
Any provision for the benefit of Company contained in these Terms and Conditions may be waived, either generally or any particular instance, by Board Directors a duly authorized committee thereof.
| 97Waivers
|
This Agreement shall be governed by, and construed in accordance with, the laws of State Delaware, without regard to such state’s choice law provisions which would require application any other jurisdiction. The United States District Court for Northern Illinois have exclusive jurisdiction all matters arising out or connection with this Agreement; provided , however that nothing deemed a consent submission by CAC Bankruptcy purpose, including respect disputes under relating Agreement, Company reserve rights regard.
| 47Governing Laws
|
In the event that any one or more of provisions this Separation Agreement is held to be invalid, illegal unenforceable, validity, legality and enforceability remaining will not in way affected impaired thereby. Moreover, if contained excessively broad as duration, scope, activity subject, such construed by limiting reducing them so enforceable maximum extent compatible with applicable law.
| 79Severability
|
Subject to Section 5.4(c), shares issued pursuant any Restricted Stock Award may (but need not) be made subject Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in 10.4, shall established by Committee and set forth Agreement evidencing Award. During period which acquired a remain Conditions, not sold, exchanged, transferred, pledged, assigned otherwise disposed other than an Ownership Change Event provided 8.8. The Committee, its discretion, provide that, if with respect would occur on day sale violate provisions Insider Trading Policy, then automatically determined next trading Policy. Upon request Company, each Participant execute agreement transfer prior receipt hereunder promptly present Company all certificates representing for placement appropriate legends restrictions.
| 95Vesting
|
Within three (3) Business Days of the date hereof, Company shall issue a press release substantially in form Exhibit C hereto. No other written public or announcement concerning purchase Shares contemplated hereby be issued by any Party without prior consent Parties (which not unreasonably withheld), except as such may required Law rules regulations securities exchange, which case to make shall, if contains information materially different from set forth on , and extent reasonably practicable, allow reasonable time comment advance issuance. The provisions this Section 13 restrict ability summarize describe transactions Agreement prospectus similar offering document so long are provided opportunity review disclosure advance.
| 71Publicity
|
Subject to the terms and conditions set forth herein, at request of any Account Party Lenders agree time from during Availability Period issue Non-Syndicated Letters Credit for account such in an aggregate amount that will not result Aggregate Exposure exceeding Commitments (it being understood may be issued, or outstanding, more than one Parties time).
| 46General
|
The Company is not providing Grantee with advice, warranties, or representations regarding any of the legal, tax, business effects to respect Plan this Award Agreement. encouraged seek and advice from Grantee’s own advisers as soon possible. By accepting Shares covered thereby, by signing Agreement, acknowledges that familiar terms Agreement Plan, has been discuss advisers, agrees be bound
| 76Representations
|
Withholding of all applicable taxes are your responsibility.
| 99Withholdings
|
Except as provided in Section 7.2 , the representations and warranties of Company Purchasers contained or made pursuant to this Agreement shall not survive Closing termination Agreement. All covenants other agreements parties until fully performed fulfilled, unless extent that non-compliance with such is waived writing by party entitled performance.
| 85Survival
|
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, (i) the validity, legality, and enforceability remaining provisions Purchase will not affected impaired, (ii) parties shall negotiate in good faith so as replace each such unenforceable with a valid, legal, enforceable that will, effect, from an economic viewpoint, most nearly fairly achieve effect intent entering into Agreement.
| 79Severability
|
No Event of Default or, to the best Borrower’s knowledge, exists under or with respect any Loan Document and neither Borrower nor other Covered Party is in default material beyond applicable grace period agreement, instrument undertaking which it a party by its property bound respect, existence likely result Material Adverse Effect.
| 62No Defaults
|
Neither this Agreement nor any of the rights, interests or obligations under shall be assigned by Party (whether operation Law otherwise) without prior written consent Company and Backstop Participants, other than an assignment a Participant expressly permitted Section 2.9 purported in violation 10.2 void ab initio . Except as provided Article VIII with respect to Indemnified Persons 2.4 9.1 Supporting Term Lenders, (including documents instruments referred Agreement) is not intended does confer upon Person Parties rights remedies Agreement.
| 7Assignments
|
This Agreement shall inure to the benefit of and be binding upon Company its successors assigns. Entellus seek have any Successor, by written agreement, assent fulfillment such Successor Entellus’ obligations under this Agreement. A has no rights, authority or power with respect prior a Change in Control.
| 84Successors
|
The Plan and all provisions thereof shall be construed, administered, enforced in accordance with the Code, ERISA, laws of State Mississippi to extent such state are not superseded, limited, or preempted by other applicable federal laws, regulations, guidance.
| 47Governing Laws
|
This Agreement and the other Loan Documents any claims, controversy, dispute or cause of action (whether in contract tort otherwise) based upon, arising out relating to this Document (except, as Document, expressly set forth therein) transactions contemplated hereby thereby shall be governed by, construed accordance with, internal laws State Illinois (including, without limitation, 735 ILCS Section 105/5-1 et seq., but otherwise regard conflict provisions) Illinois.
| 47Governing Laws
|
Tenant acknowledges and consents to the assignment of Lease by Landlord in favor Lender.
| 7Assignments
|
This Amendment may be executed in one or more counterparts (including via facsimile), each of which shall deemed to an original, but all together constitute and the same instrument become effective when have been signed by parties delivered other party.
| 26Counterparts
|
Subject to the terms of Intercreditor Agreement, Guarantors jointly and severally agree that, as between Lenders, obligations Borrower under this Agreement Notes, if any, may be declared forthwith due payable provided in Section 10.1 (and shall deemed have become automatically circumstances 10.1) for purposes 12.1, notwithstanding any stay, injunction or other prohibition preventing such declaration (or from becoming payable) against event being payable), (whether not by Borrower) 12.1.
| 75Remedies
|
All Taxes shall be the financial responsibility of party obligated to pay such as determined by applicable law and neither is or liable at any time for other party’s incurred in connection with related amounts paid under this Agreement. No Tax withheld Company on Net Cash Proceeds payable Investors hereunder unless required law.
| 87Taxes
|
Interest on Advances shall be payable in arrears (a) the first day of each month with respect to Domestic Rate Loans, (b) LIBOR Loans having an Period one, two or three months, at end applicable Period, and (c) six period during such provided that all accrued unpaid interest due Term. charges computed actual principal amount outstanding a rate per annum equal (i) Revolving Advances, Rate, (ii) Swing for (as applicable, “ Contract ”). Except as expressly otherwise this Agreement, any Obligations other than are not paid when accrue subject provision final sentence Section 3.1 regarding Default Rate. Whenever, subsequent Closing Date, Alternate Base is increased decreased, similarly changed without notice demand kind by change time changes remain effect. The adjusted effective date Reserve Percentage date. Upon after occurrence Event Default, continuation thereof, option Agent direction Required Lenders (or, case under 10.7 hereof, immediately automatically upon requirement affirmative action party), bear plus percent (2%)
| 54Interests
|
Purchaser is not and acting on behalf of (i) an “employee benefit plan” within the meaning Section 3(3) ERISA, (ii) a “plan” 4975 Code or (iii) entity deemed to hold “plan assets” 29 C.F.R. §2510.3-101, as modified by 3(42) any such employee plan plan.
| 39Erisa
|
This Agreement may be executed in two or more counterparts, each of which shall deemed an original, but all together constitute one and the same instrument. Counterparts delivered via facsimile, electronic mail (including pdf any signature complying with U.S. federal ESIGN Act 2000, e.g. , www.docusign.com) other transmission method counterpart so to have been duly validly valid effective for purposes.
| 26Counterparts
|
For purposes of this Section 5.9 , the term “Lender” includes any Issuing Bank and “Applicable Law” FATCA.
| 28Defined Terms
|
Seller and Buyer each acknowledge that it has been represented by its own legal counsel in connection with this Agreement the transactions contemplated Agreement. Accordingly, any rule of law, or decision would require interpretation claimed ambiguities against Party drafted it, no application is expressly waived. The provisions shall be interpreted a reasonable manner to effect intent Buyer.
| 55Interpretations
|
THIS AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY THEREBY, RELATIONSHIP PARTIES HERETO AND INTERPRETATION ENFORCEMENT RIGHTS DUTIES SHALL BE GOVERNED BY, CONSTRUED INTERPRETED IN ACCORDANCE WITH, LAW STATE NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES CONFLICTS OTHER THAN SECTIONS 5-1401 5-1402 GENERAL OBLIGATIONS YORK.
| 47Governing Laws
|
If a Disputed Claim is made with respect to termination of employment occurring during period beginning on the date Change in Control and ending 24 months thereafter, Participant shall be entitled reimbursement Attorneys’ Fees, whether or not obtains Judgment Award. Such “pay-as-you-go” basis, as soon practicable after presentation Company writing any periodic statements for but no event later than last day Participant’s taxable year following which applicable Fees were incurred.
| 17Change In Control
|
The Borrower agrees (a) to pay or reimburse the Agents for all reasonable and documented out of pocket costs expenses incurred in connection with preparation, negotiation, syndication execution this Agreement other Loan Documents any amendment, waiver, consent modification provisions hereof thereof (whether not transactions contemplated thereby are consummated), consummation administration hereby thereby, including Attorney Costs Cahill Gordon & Reindel LLP, (b) Administrative Agent Lenders out-of-pocket enforcement rights remedies under (including such during legal proceeding, proceeding Debtor Relief Law, counsel Agent). agreements Section 10.04 shall survive termination Aggregate Commitments repayment Obligations. All amounts due be paid promptly following receipt by an invoice relating thereto setting forth detail. If Party fails when costs, payable it hereunder Document, amount may on behalf its sole discretion.
| 41Expenses
|
This Agreement may be modified or amended only by a writing duly executed on behalf of the Sellers and Purchaser.
| 2Amendments
|
To facilitate execution, this Guaranty may be executed in as many counterparts convenient or required. It shall not necessary that the signature of, on behalf each party, of all persons required to bind any appear counterpart. All collectively constitute a single instrument. making proof produce account for more than counterpart containing respective signatures parties hereto. Any page detached from such without impairing legal effect thereon and thereafter attached another identical thereto except having it additional pages.
| 26Counterparts
|
You shall forfeit your right to receive any unpaid Retention Bonus and the Company have no further obligation under this Agreement in event employment with its subsidiaries is terminated for reason (including death or disability) other than as set forth Section 2 hereof.
| 44Forfeitures
|
If any provision of this Settlement Agreement shall be determined to invalid or unenforceable under applicable law by a court competent jurisdiction, that part ineffective the extent such invalidity unenforceability only, without in way effecting remaining parts provisions Agreement.
| 79Severability
|
Borrower and each Subsidiary has good indefeasible title to its respective Properties, free clear of all Liens, except for Permitted Liens.
| 90Titles
|
All questions concerning the construction, validity, enforcement and interpretation of Transaction Documents shall be governed by construed enforced in accordance with internal laws State New York, without regard to principles conflicts law thereof. Each party agrees that all legal proceedings interpretations, defense transactions contemplated this Agreement any other (whether brought against a hereto or its respective affiliates, directors, officers, shareholders, employees agents) commenced exclusively state federal courts sitting York County, State. hereby irrevocably submits exclusive jurisdiction for adjudication dispute hereunder connection herewith transaction discussed herein (including respect Documents), waives, not assert suit, action proceeding, claim it is personally subject such court, proceeding improper an inconvenient venue proceeding. waives personal service process consents being served mailing copy thereof via registered certified mail overnight delivery (with evidence delivery) at address effect notices under constitute good sufficient notice Nothing contained deemed limit way right serve manner permitted law. If either commence enforce provisions Documents, then prevailing reimbursed reasonable attorneys' fees costs expenses incurred investigation, preparation prosecution
| 47Governing Laws
|
Notwithstanding anything in this Agreement to the contrary, Company’s obligations under Sections 7.4, 7.5 and 7.6 shall terminate if Executive does not execute deliver Company a release substantially form attached hereto as Appendix A within [forty-five (45) days] of termination employment or revokes such any applicable revocation period.
| 74Releases
|
Except as set forth on Schedule 6.01(i), (i) each Employee Plan is in substantial compliance with ERISA and the Internal Revenue Code, (ii) no Termination Event has occurred nor reasonably expected to occur respect any Plan, (iii) if required be filed, most recent annual report (Form 5500 Series) including B (Actuarial Information) thereto, have been filed Service delivered Agents complete correct fairly presents funding status of such since date there material adverse change status, (iv) copies agreement entered into PBGC, U.S. Department Labor or (if any) Agents, (v) had an accumulated waived deficiency permitted decrease which would create a its standard account applied for extension amortization period within meaning Section 412 Code at time during previous 60 months, (vi) Lien imposed under exists likely arise Code. Loan Party Affiliates incurred withdrawal liability Multiemployer aware facts indicating that it may future incur liability. No nor, knowledge Party, fiduciary engaged nonexempt prohibited transaction described Sections 406 4975 failed pay installment other payment before due payment, 4069 PBGC remains outstanding than premiums, are premium payments become unpaid. There pending or, threatened claims, actions, proceedings lawsuits (other claims benefits normal course) asserted instituted against assets, Plan. by 4980B maintains employee welfare benefit plan (as defined 3(1) ERISA) provides health (through purchase insurance otherwise) retired former coverage after participant's termination employment later, end employee's severance period.
| 39Erisa
|
The LTIP shall be binding upon and inure to the benefit of Company its successors assigns.
| 84Successors
|
Any notice, demand or request required permitted to be given under this Agreement shall in writing and deemed sufficient when delivered personally sent by telegram forty-eight (48) hours after being deposited the U.S. mail, as certified registered with postage prepaid, addressed party notified at such party’s address set forth below subsequently modified written notice.
| 65Notices
|
The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in event such violation, shall entitled, so elects, to institute Proceedings, either law or equity, obtain damages, enforce specific performance, enjoin relief combination foregoing as elect pursue.
| 81Specific Performance
|
To request the issuance of a Letter Credit, Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved Issuing Bank) to Bank and Administrative Agent (reasonably in advance requested date issuance) notice requesting Credit specifying (which be Business Day), on which such is expire comply with paragraph (c) this Section), amount name address beneficiary thereof other information as necessary prepare Credit. If Bank, complete letter credit application Bank's standard form connection any A issued only (and, upon issuance, amendment, renewal extension each deemed represent warrant that), after giving effect (i) LC Exposure not exceed Sublimit, (ii) total Facility Total Commitment Amount. Any may, at consent Issuer Agent, amended, renewed extended, provided that no Default then exists thereto, (if same had time) would all requirements Section.
| 2Amendments
|
Each Obligor shall keep accurate and complete records, in all material respects, of its Equipment, including kind, quality, quantity, cost, acquisitions dispositions thereof, submit to Administrative Agent, on such periodic basis as Agent may reasonably request, a current schedule form satisfactory Agent. Promptly upon Obligors deliver evidence their ownership or interests any Equipment.
| 73Records
|
All payments to be made by the Borrower shall free and clear of without condition or deduction for any counterclaim, defense, recoupment setoff. Except as otherwise expressly provided herein, all hereunder Administrative Agent, account respective Lenders which such payment is owed, at Agent’s Office in Dollars Same Day Funds not later than 2:00 p.m. on date specified herein. The Agent will promptly distribute each Lender its Applicable Percentage (or other applicable share herein) like funds received wire transfer Lender’s Lending Office. after deemed next succeeding Business day actually received, sole discretion) interest fee continue accrue. if come due a Day, following extension time reflected computing fees, case may be.
| 46General
|
(a) Maintain, with financially sound and reputable insurance companies, in such amounts against risks as are customarily maintained by similarly situated companies engaged the same or similar businesses operating locations cause, subject to time periods set forth clause (ix) of definition "Collateral Requirement" Schedule 5.02(d) , if applicable, Agent be listed a co-loss payee on property casualty policies an additional insured liability policies.
| 51Insurances
|
Consultant shall be eligible for reimbursement of reasonable travel expenses which are approved in advance by the Company and associated with Consultant’s performance duties under this Agreement.
| 41Expenses
|
Any and all Arbitrable Disputes (except to the extent injunctive relief is sought) shall be resolved through use of binding arbitration using, in case an Dispute involving a dispute amount equal or greater than $1,000,000 non‑monetary relief, three arbitrators, less $1,000,000, one arbitrator, each accordance with Commercial Arbitration Rules American Association, as supplemented necessary determine any procedural appeal questions by Federal Act (Title 9 United States Code). If there inconsistency between this Article 22 Act, terms control rights obligations Parties. must initiated within time limits set forth Agreement, if no such apply, then reasonable period allowed applicable statute limitations. may Party (“ Claimant ”) serving written notice on other Respondent that elects refer arbitration. Claimant’s initiating identify arbitrator has appointed. respond thirty (30) days after receipt notice, identifying fails for reason name 30-day period, petition Association appointment Respondent’s account. The two arbitrators so chosen select third second been appointed, and, act sole role first appoint arbitrator. pay compensation expenses named it, it. costs petitioning any, paid Respondent. one-half All (a) neutral parties who have never officers, directors employees Operator, Company their Affiliates (b) not seven (7) years’ experience energy industry. hearing conducted State Delaware Philadelphia Metropolitan area commence selection Company, Operator proceed diligently good faith order award made promptly possible. Except provided decision non-appealable Parties hereto. right grant Special Damages. Notwithstanding anything herein contrary, amounts respect invoice delivered 5 objected hundred twenty (120) thereof.
| 6Arbitration
|
The Borrower has disclosed to the Lenders all material agreements, instruments and corporate or other restrictions which it any of its Subsidiaries is subject, matters known it, that, individually in aggregate, could reasonably be expected result a Material Adverse Effect. For purposes this Section 3.11 , materials publicly filed by with SEC shall deemed Lenders. Neither Lender Presentation nor written reports, financial statements, certificates information furnished on behalf Subsidiary Administrative Agent connection negotiation Agreement delivered hereunder (as modified supplemented so SEC) contains misstatement fact omits state necessary make statements therein, light circumstances under they were made, not materially misleading; provided respect forecasts projected information, represents only that such was prepared good faith based upon assumptions believed reasonable at time (it being understood projections are subject contingencies no assurances can given forecast projection will realized).
| 31Disclosures
|
This Amendment may be executed in one or more counterparts, each of which shall deemed an original, but all together constitute and the same instrument. Delivery by electronic transmission (e.g., “pdf”) counterpart a signature page to this effective as delivery original Amendment, and, once delivered, not withdrawn revoked unless fails become accordance with its terms on prior January 31, 2017.
| 26Counterparts
|
Each of IHS and the Borrower, each other Loan Party (by its execution Documents to which it is a party), Administrative Agent Lender acknowledges that them has had benefit legal counsel own choice been afforded an opportunity review with shall be construed as if jointly drafted by parties thereto.
| 23Construction
|
The Company agrees to employ the Executive, and Executive render his services Company, as its Vice President General Counsel, during Term (as defined below). In connection with employment shall serve without additional payment or compensation of any kind an officer other direct indirect subsidiary affiliate designated by Company’s Chief Officer (collectively, “Subsidiaries”). at direction offices in Indianapolis, Indiana. use best efforts promote further business, reputation good name Subsidiaries “Company Group”) promptly faithfully comply all instructions, directions, requests, rules regulations made issued from time Company.
| 35Employment
|
Upon (i) delivery to the Administrative Agent of an Assignment Agreement substantially in form attached as Exhibit C hereto (an “ ”), together with any consent required by Section 13.03(a), (ii) payment a $3,500 processing fee for such assignment and (iii) recordation Register 13.03(c), shall become effective on date specified Assignment. On after assignment, Purchaser all purposes be Lender party this Credit other Loan Document executed Lenders have rights obligations under Documents, same extent if it were original hereto, no further or action Borrowers, release transferor respect percentage Aggregate Commitment, Loans Participation Interests assigned Purchaser.
| 33Effective Dates
|
If any term or other provision of this Agreement is invalid, illegal, incapable being enforced by Law public policy, all terms provisions shall nevertheless remain in full force and effect so long as the economic legal substance transactions contemplated hereby not affected manner materially adverse to party. Upon such determination, parties hereto negotiate good faith modify original intent closely possible an acceptable matter end that are fulfilled fullest extent possible.
| 79Severability
|
PCT, ADAPTIMMUNE AND CLIENT WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY OF DISPUTE ARISING UNDER OR RELATING THE AGREEMENT. AGREE THAT SUCH SHALL BE TRIED BEFORE JUDGE SITTING WITHOUT JURY.
| 96Waiver Of Jury Trials
|
All notices hereunder shall be in writing and (a) if to the Company, delivered personally Secretary of Company or mailed its principal office address, 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100 USA, attention Secretary, (b) Employee, Employee at address set forth below. Such addresses may changed any time by notice from one party other.
| 65Notices
|
No portion of any Purchase Price payment hereunder will be used (i) for a purpose that violates, or would inconsistent with, law, rule regulation applicable to such Transferor (ii) acquire security in transaction which is subject Section 12, 13 14 the Securities Exchange Act 1934, as amended.
| 92Use Of Proceeds
|
The Parties will, at their own expense and any time from to time, promptly execute deliver all further instruments documents, take action, that may be necessary or desirable, either Party reasonably request, in order protect right interest granted purported hereby enable the ABL Agents Second Lien Agent exercise enforce rights remedies hereunder; provided , however no shall required pay over payment distribution, other action referred this Section 7.2, extent such would contravene law, legal requirement of terms provisions Agreement, event a controversy dispute, interplead distribution court competent jurisdiction, without responsibility respect under 7.2.
| 45Further Assurances
|
This is an Agreement for the performance of personal services by you and may not be assigned (other than right to receive payments which a company, trust or foundation owned controlled you) any purported assignment in violation foregoing shall deemed null void. Studio assign this all part its rights hereunder entity acquires substantially assets inure benefit such assignee; provided that your duties do materially change.
| 7Assignments
|
This Agreement and all claims, causes of action or proceedings (whether in contract, tort, at law otherwise) that may be based upon, arise out relate to this will governed by the internal laws State Maryland, excluding any conflicts- choice-of-law rule principle might otherwise refer construction interpretation substantive another jurisdiction.
| 56Jurisdictions
|
Purchaser and its representatives shall hold in strictest confidence all data information obtained from Seller regarding the Property or through physical access to granted by Seller, whether before after execution delivery of this Agreement, not disclose same others prior Closing; provided, however, that it is understood agreed may such Title Company Purchaser’s actual potential lenders insurers employees, consultants, contractors, accountants attorneys Purchaser, (collectively, “Disclosure Parties”) provided persons agree treat confidentially. In event Agreement terminated, extent has received hard copies any confidential materials promptly return materials. a breach threatened agents Section 10.1, be entitled, as Seller’s sole remedy, seek an injunction restraining disclosing, whole part, information. The provisions 10.1 survive Closing. Notwithstanding foregoing 10.2 hereof, no Disclosure Parties deemed subject terms conditions if (i) was publicly known made generally available public domain time disclosure, (ii) becomes disclosure action inaction Parties, (iii) possession without confidentiality restrictions at (iv) independently discovered developed Parties. addition, notwithstanding anything contrary, third parties required law judicial process, (or assigns) acquires title Property, automatically become null void have further effect.
| 20Confidentiality
|
The agreements in this Section and the indemnity provisions of 11.02(e) shall survive resignation Administrative Agent, any L/C Issuer Swing Line Lender, replacement termination Agreement or Aggregate Commitments repayment, satisfaction discharge all other Obligations.
| 85Survival
|
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF STATE NEW YORK WITHOUT REFERENCE TO CHOICE OF, OR CONFLICT PRINCIPLES.
| 47Governing Laws
|
Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Laws orders, writs, injunctions decrees applicable to it or its properties, except such instances which failure comply therewith, either individually aggregate, could not reasonably be expected have a Material Adverse Effect.
| 19Compliance With Laws
|
With the exception of Base Rate Loans, interest on Letter Credit fees, Related Expenses, and commitment other fees charges hereunder shall be computed basis a year having three hundred sixty (360) days calculated for actual number elapsed. respect to sixty‑five (365) or sixty‑six (366) days, as case may be,
| 42Fees
|
This Agreement shall be construed and interpreted pursuant to the internal laws of State Michigan, without regard principles conflicts laws. The terms exclusions Company’s Alternative Dispute Resolution Policy apply any all disputes under this Agreement.
| 4Applicable Laws
|
EACH DEBTOR HEREBY AGREES TO INDEMNIFY COLLATERAL AGENT AND ITS SUCCESSORS, ASSIGNS, AGENTS, ATTORNEYS, EMPLOYEES, FROM AGAINST ANY ALL LIABILITIES, DAMAGES, PENALTIES, SUITS, COSTS, EXPENSES OF KIND NATURE (INCLUDING, WITHOUT LIMITATION, LITIGATION OR PREPARATION THEREFOR WHETHER NOT IS A PARTY THERETO) IMPOSED ON, INCURRED BY ASSERTED IN WAY RELATING ARISING OUT THIS SECURITY AGREEMENT, THE MANUFACTURE, PURCHASE, ACCEPTANCE, REJECTION, OWNERSHIP, DELIVERY, LEASE, POSSESSION, USE, OPERATION, CONDITION, SALE, RETURN OTHER DISPOSITION LATENT DEFECTS, DISCOVERABLE Collateral Agent SUCH DEBTOR, CLAIM FOR INTELLECTUAL PROPERTY INFRINGEMENT).
| 50Indemnity
|
Interest is payable monthly on the last calendar day of each month and shall be computed basis a 360-day year for actual number days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Pacific time any deemed at opening business next Business Day, (ii) date making Credit Extension included payment excluded; provided , however that if repaid same which it made, such in interest Extension.
| 68Payments
|
End of preview. Expand
in Data Studio
README.md exists but content is empty.
- Downloads last month
- 382
Size of downloaded dataset files:
21.2 MB
Size of the auto-converted Parquet files:
21.2 MB
Number of rows:
80,000
