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GSSI is a corporation duly organized, validly existing and in good standing under the laws of State Delaware has all requisite corporate power to carry on its business as it now being conducted qualified do foreign each jurisdiction where such qualification necessary applicable law except failure qualify (individually or aggregate) will not have any material adverse effect prospects GSSI.
| 66Organizations
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This Agreement contains the entire and understanding between parties hereto, supersedes all prior agreements, understandings letters of intent parties.
| 38Entire Agreements
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The parties hereto agree that it is their intention the ABL Collateral, Note Collateral and any Additional First Lien be identical except as provided in Article VI otherwise herein. In furtherance of foregoing Section 8.08 , agree, subject to other provisions this Agreement, upon request by Agent, Notes Agent or cooperate good faith (and direct counsel faith) from time order determine specific items included steps taken perfect respective Liens thereon identity obligated under Loan Documents Documents.
| 1Agreements
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Terms used frequently with the same meaning are indicated by initial capital letters, and defined throughout Plan. Appendix A contains an alphabetical listing of all such terms subsections in which they defined.
| 28Defined Terms
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This Amendment may be executed by one or more of the parties to this Agreement on any number separate counterparts (including facsimile and other electronic transmission), all such taken together shall deemed constitute same instrument.
| 26Counterparts
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The Executive is authorized to incur reasonable, ordinary and necessary expenses in the performance of Executive’s duties hereunder. Employer will promptly reimburse for all reasonably, necessarily actually incurred, as determined by Company, accordance with policies which may be adopted from time Company. To receive reimbursement, shall present Company an itemized account, including reasonable substantiation, such expenses.
| 41Expenses
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All action on the part of Seller, its officers, directors, and shareholders necessary for authorization, execution delivery this Agreement, performance all obligations Seller hereunder, sale Transferred Units being sold hereunder has been taken, Agreement constitutes a valid legally binding obligation enforceable in accordance with terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, other laws general application affecting enforcement creditors’ rights generally (ii) relating to availability specific performance, injunctive relief or equitable remedies.
| 10Authorizations
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This Agreement and the Merger contemplated hereby have been approved by requisite vote of majority shareholders written consent at a shareholder meeting Constituent Corporations stockholders in accordance with DGCL FLBCA compliance requirements law, including securities laws United States. As promptly as practicable after later (a) approval this applicable chief executive officer Mr. Noel Mijares or secretary, David A. Bingaman s hall make execute Articles shall cause such documents necessary to be filed Secretary State Florida Delaware DGCL. The execution delivery hereof constituent corporations constitute adoption of, to, transactions thereby.
| 5Approvals
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If you are resident or employed outside the U.S., as a condition of Option, agree to repatriate all payments attributable shares Stock acquired under Plan in accordance with applicable foreign exchange rules and regulations your country residence (and employment, if different). In addition, take any actions, consent actions taken by Company its Affiliates, may be required allow Affiliates comply local laws, and/or Finally, personal obligations
| 19Compliance With Laws
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This Agreement shall terminate and have no further force or effect as of the Expiration Date. Notwithstanding foregoing, nothing set forth in this Section 12 elsewhere relieve either party hereto from any liability, otherwise limit liability for intentional breach obligation other provision contained Agreement.
| 88Terminations
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Subject to the terms and conditions of this Agreement, Seller agrees sell convey Buyer, Buyer purchase receive from Seller, Assets, as defined below.
| 77Sales
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The Original Lenders and the Administrative Agent shall have received all fees required to be paid, expenses for which invoices been presented (including reasonable of legal counsel), on or before Closing Date.
| 42Fees
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This Agreement may be executed in several counterparts, each of which shall deemed an original but all together constitute one and the same instrument. Facsimiles (including facsimiles signature pages this Agreement) have legal effect hereunder as originals.
| 26Counterparts
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Seller shall not, without Purchaser’s prior written consent, deliver any inconsistent directions to Counterparty regarding the payment of Purchased Receivables or delivery Royalty Reports Purchaser type referred in Consent and Instruction Letter similar Transaction Documents entered into from time time.
| 22Consents
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In the event of a Change in Control, Options shall vest or continue and have such treatment, as set forth Plan.
| 17Change In Control
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Each Seller shall (a) preserve and maintain its legal existence, (b) qualify remain qualified in good standing each jurisdiction where the failure to be so would have a Material Adverse Effect, (c) comply with Governing Documents, including all special purpose entity provisions, (d) not modify, amend or terminate Documents. continue engage same (and no other) general lines of business as presently conducted by it, material rights, privileges, licenses franchises necessary for operation business, such Seller’s status transferee, lender any similar term (however defined) under Mortgage Loan No (A) change name, organizational number, tax identification fiscal year, method accounting, identity, structure organization (or more than one jurisdiction), move location principal place chief executive office, defined UCC) from referred Section 7.18 , (B) move, consent Custodian moving, Documents thereof on applicable Purchase Date related Purchased Asset, unless case has given at least thirty (30) days prior notice Buyer taken actions required UCC first priority perfected security interest Assets. enter into Transaction principal.
| 40Existence
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The Company will, and will cause each of the Subsidiaries to, (a) keep maintain all property material to conduct its business in good working order condition, ordinary wear tear excepted, (b) maintain, with financially sound reputable insurance companies, such amounts against risks as are customarily maintained by companies engaged same or similar businesses operating locations.
| 51Insurances
|
The issuance of certificates for shares the Common Stock on conversion this Note shall be made without charge to Holder hereof any documentary stamp or similar taxes that may payable in respect issue delivery such certificates, provided that, Company not required pay tax transfer involved and certificate upon a name other than so converted deliver unless until person persons requesting thereof have paid amount established satisfaction has been paid. all Transfer Agent fees same-day processing Notice Conversion.
| 41Expenses
|
All notices or other written communications hereunder shall be made in accordance with (a) Section 10.6 of the Loan Agreement case Lender and Borrower, (b) respective Guaranty executed by Indemnitor any Indemnitor.
| 65Notices
|
As used herein, capitalized terms shall have the meanings set forth in body of this Agreement or Appendix I .
| 29Definitions
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The Agreement shall be effective as of the first day My employment by Company, affirmed or reaffirmed my signature below.
| 33Effective Dates
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Any notice or other communication required permitted under this Agreement must be in writing and delivered personally, sent by certified, registered express mail, overnight courier, at the sender’s expense. Notice will deemed given when personally or, if mailed, three (3) days after date of deposit mail on regular business day following sent. to Company should CIFC Corp., 250 Park Avenue, 4th Floor, New York, NY 10177. Participant address set forth signature page below.
| 65Notices
|
No Shares will be issued pursuant to the exercise of this Option unless and until Participant pays Company, or makes provision satisfactory Company for payment of, any federal, state local withholding taxes required by law withheld in respect Option. Such may satisfied, at discretion Board, Common Stock Company.
| 99Withholdings
|
Failure by Landlord to declare an Event of Default upon occurrence thereof, or delay in taking any action connection therewith, shall not waive such Default, but have the right at time after its occurrence. To be effective, a waiver provision this Lease, default, writing and signed waiving party. Any hereunder deemed subsequent performance defaults. The acceptance Rent hereunder, endorsement check Landlord, constitute accord satisfaction preceding except as particular so accepted, regardless Landlord’s knowledge Rent. No course conduct between Tenant, no keys possession Premises before Expiration Date, Lease operate surrender Lease.
| 97Waivers
|
During the Employment Period, Executive shall be entitled to paid vacation in accordance with most favorable plans, policies, programs and practices of Partnership, Employer Affiliated Companies as effect for at any time during 120-day period immediately preceding Effective Date or, if more Executive, generally thereafter respect other peer executives Companies.
| 93Vacations
|
Subject to, and in accordance with the provisions of Article 3 Plan, any dispute or claim arising out relating to this Agreement Notice Restricted Stock Grant shall be settled by binding arbitration before a single arbitrator Jacksonville, Florida Commercial Arbitration Rules American Association. The decide issues submitted commercial purposes Grant, provided that all substantive questions law determined state federal laws applicable Indiana, without regard internal principles conflict laws.
| 6Arbitration
|
This Agreement shall remain in effect for the Term. If is at end of Initial Term, Term be renewed automatically successive twelve-month periods unless and until one party gives written notice to others its or her intent not extend this with such given less than ninety (90) days prior any period. In event non-extension properly given, terminate remaining then effect, subject earlier termination connection Executive’s employment pursuant Section 4 hereof. that either provides timely non-renewal Agreement, but Executive continues provide services Employer as an employee following expiration post-expiration deemed performed on “at-will” basis may thereafter without no reason obligations determined by reference Agreement.
| 89Terms
|
In accordance with the provisions of this Agreement, at Closing, Seller will sell and transfer to Purchaser, Purchaser purchase acquire from Seller, all Shares, free clear Claims (other than any restrictions on transferability imposed by applicable securities Laws).
| 77Sales
|
The Company will pay the Executive an annual base salary, which initially is $250,000, salary as in effect from time to be reviewed periodically (at intervals of not more than twelve (12) months) by compensation committee Board (the “Compensation Committee”). In evaluating increases Executive’s Compensation Committee take into account such factors corporate performance relation business plan approved Board, individual merit, and other considerations it deems appropriate. paid accordance with standard practices for executives Company.
| 11Base Salary
|
ImmunoGen and Biotest shall each bear all expenses of their respective JDC representatives related to participation on the attendance at meetings.
| 41Expenses
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Certain terms used in this Agreement are defined Section 1.1 . These terms, and the additional above, shall have meanings assigned wherever appear Agreement. also applicable to singular plural forms of defined.
| 29Definitions
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Employee hereby represents to Extraction that has read and understands, agrees be bound by, the terms of this Article VIII. acknowledges geographic scope duration covenants contained in VIII are result arm’s-length bargaining fair reasonable light (a) nature wide operations Business, (b) Employee’s level control over contact with Business all jurisdictions which it is conducted, (c) fact conducted throughout Restricted Area (d) amount Confidential Information receiving connection performance duties hereunder. It desire intent parties provisions enforced fullest extent permitted under applicable Legal Requirements, whether now or hereafter effect therefore, by waive any provision Requirements would render invalid unenforceable.
| 37Enforcements
|
Any notice to be given under the terms of this Award Agreement shall in writing and addressed Company at its principal office attention Secretary, Holder Holder’s last address reflected on Company’s payroll records. delivered person or enclosed a properly sealed envelope, as aforesaid, registered certified, deposited (postage registry certification fee prepaid) post branch regularly maintained by United States Government. such deemed have been duly date which it is personally or, whether actually received not, third business day after mailing accordance with foregoing provisions Paragraph 10.
| 65Notices
|
With respect to our opinions in Paragraphs 5(a)(i) and 5(b)(i) as they relate Regulations T, U X of the Board Governors Federal Reserve System, Borrowers will comply with provisions Credit Agreement relating use proceeds.
| 92Use Of Proceeds
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The Lenders agree to indemnify the Administrative Agent and its Related Parties, ratably according their pro rata share of Aggregate Credit Facility Exposure (excluding Swing Loans), from against any all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements kind whatsoever that may at time (including, without limitation, following payment Obligations) be imposed on, incurred by asserted such Parties in way relating arising out this Agreement other Loan Document, documents contemplated referred herein transactions hereby action taken omitted under connection with foregoing, but only extent foregoing is not paid Borrower; provided, however, no Lender shall liable for portion resulting solely Agent’s Parties’ gross negligence willful misconduct as determined a final non-appealable judgment court competent jurisdiction. If indemnity furnished purpose shall, opinion Agent, insufficient become impaired, cease, commence, do acts indemnified against. agreements Section survive Obligations.
| 49Indemnifications
|
The provisions of this Agreement and the other Loan Documents shall be binding upon inure to benefit parties hereto thereto their respective successors assigns permitted hereby, except that neither Borrowers nor any Party may assign or otherwise transfer its rights obligations hereunder without prior written consent Administrative Agent each Lender (except as pursuant Section 7.04 ) no (i) an assignee in accordance with subsection (b) Section, (ii) by way participation (d) (iii) pledge assignment a security interest subject restrictions (e) (and attempted party null void). Nothing Agreement, expressed implied, construed confer Person (other than hereto, Participants extent provided and, expressly contemplated Related Parties Agent, L/C Issuer Lenders) legal equitable right, remedy claim under reason Agreement.
| 84Successors
|
The Reorganized Company will utilize the proceeds from exercise of Subscription Rights and sale Unsubscribed Shares (together with Exit Facility) less than 50% total number Common outstanding (without accounting for dilution EIP) to purchase Debtors’ assets (or equity in an entity that holds such assets) a transaction is intended be taxable U.S. federal income tax perspective. Debtors apply Facility received) purposes identified Disclosure Statement Plan.
| 92Use Of Proceeds
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Each of the undersigned Grantor hereby represents and warrants that this Supplement has been duly authorized, executed delivered by it Security Agreement constitute legal, valid binding obligation each undersigned, enforceable against in accordance with its terms.
| 76Representations
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The headings in the Paragraphs of this Amendment ar e inserted for convenience only and will not constitute a part Agreement.
| 48Headings
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Without limiting, and in addition to, the provisions of Section 10.02 , Seller agrees to indemnify Buyer hold harmless from any loss or expense that may sustain incur as a consequence (i) default by payment when due Repurchase Price Differential (ii) making prepayment after has given notice thereof accordance with 2.03 .
| 50Indemnity
|
Except as set forth on Schedule 2.21(i) , neither the execution, delivery or performance of this Agreement, nor consummation Merger any other transactions contemplated by will may (either alone upon occurrence additional subsequent events): (i) constitute an event under Acquired Company Employee Plan trust that result in connection with circumstance event) payment (whether severance pay otherwise), acceleration, forgiveness Indebtedness, vesting, distribution, increase benefits obligation to fund (through a grantor otherwise) respect employee; (ii) create otherwise Liability Plan. no is party Contract could result, separately aggregate, “excess parachute payment” within meaning Section 280G Agreement. None Companies has make “gross-up” similar Taxes become payable 4999 Code.
| 61No Conflicts
|
The Borrower Parties: (1) shall comply, in all material respects, with Requirements of Law any Governmental Authority having jurisdiction over it or its business, and (2) shall, to the extent that failure same would have a Material Adverse Effect, Contractual Obligations. Parties cause each their respective Subsidiaries to:
| 19Compliance With Laws
|
Each of the Loan Parties and its Restricted Subsidiaries has filed all material federal, state other Tax returns tax reports that it is required by law to file, paid, or made reasonably adequate provision for payment of, Taxes upon it, income Properties are shown due payable on such returns, except extent being Properly Contested.
| 87Taxes
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(a) There are no actions, suits, investigations or proceedings by before any arbitrator Governmental Authority pending against or, to the knowledge of Guarantor, threatened affecting Guarantor Restricted Subsidiaries (i) which could reasonably be expected adversely determined and that, if determined, expected, individually in aggregate, result a Material Adverse Effect (ii) that involve this Agreement Transactions.
| 58Litigations
|
Each Party’s obligation under this Agreement is unique. If any Party should breach its covenants or agreements Agreement, the Parties each acknowledge that it would be extremely impracticable to measure resulting damages; accordingly, nonbreaching Parties, in addition other available rights remedies they may have terms of sue equity for specific performance obtain an injunction injunctions prevent breaches and expressly waives defense a remedy damages will adequate.
| 81Specific Performance
|
The parties to each assignment shall execute and deliver the Administrative Agent an Assignment Assumption, together with a processing recordation fee of $3,500 paid by assigning Lender (or assignee); provided that may, in its sole discretion, elect waive such case any assignment. assignee, if it is not Lender, Questionnaire.
| 7Assignments
|
The Closing shall take place on the Date, as same may be adjusted by mutual agreement of Parties, provided all conditions to have been satisfied or duly waived.
| 18Closings
|
To Borrower's and Approved Music Venue's knowledge, (i) there are no actions, suits, proceedings, arbitrations or governmental investigations by before any Governmental Authority other court agency now filed otherwise pending (ii) such threatened against affecting Required SPE, Sponsor the Collateral, in each case, except as listed Exception Report (and none of matters Report, even if determined a SPE would reasonably be expected to have Material Adverse Effect).
| 58Litigations
|
Each Lender hereby designates and appoints Bank of America as its Agent under this Agreement the other Loan Documents each irrevocably authorizes to take such action on behalf provisions Document exercise powers perform duties are expressly delegated it by terms or any Document, together with reasonably incidental thereto. The agrees act express conditions contained in Article 12 . solely for benefit Lenders Borrower shall not have rights a third party beneficiary herein. Notwithstanding provision contrary elsewhere responsibilities, except those set forth herein, nor be deemed fiduciary relationship Lender, no implied covenants, functions, duties, obligations liabilities read into otherwise exist against Agent. Without limiting generality foregoing sentence, use term “ agent ” reference is intended connote (or express) arising agency doctrine applicable law. Instead, used merely matter market custom, create reflect only an administrative between independent contracting parties. Except provided Agreement, may sole discretion respect exercising refraining from discretionary taking actions which entitled assert Documents, including remedies pursuant Section 9.2 , so taken consented Lenders.
| 10Authorizations
|
By signing this letter agreement, and as a condition to your continued management service with the Company, you agree sign enclosed Arbitration Agreement within thirty (30) days of Agreement.
| 6Arbitration
|
This Agreement constitutes the entire understanding and agreement between parties with regard to specific subject matter hereof no party shall be liable or bound by any representation, warranty, covenant except as specifically set forth herein. Any previous (whether written, oral implied) among relative is superseded this Agreement.
| 38Entire Agreements
|
All disclosure provided to the Investor regarding Company, its business and transactions contemplated hereby, furnished by or on behalf of Company (including Company’s representations warranties set forth in this Agreement) are true correct do not contain any untrue statement a material fact omit state necessary order make statements made therein, light circumstances under which they were made, misleading.
| 31Disclosures
|
As of the Effective Time, (x) Company has no Subsidiaries other than those specifically disclosed in part (a) Schedule 6.19 hereto and material equity investments any Person (b) (y) each Subsidiary (other Ellwood) that is a Guarantor executed this Agreement, Guaranty Loan Documents.
| 83Subsidiaries
|
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective the extent prohibition unenforceability without invalidating remaining provisions hereof, but shall interpreted if it were written so enforceable maximum permitted by applicable law, and not invalidate render other jurisdiction. To parties hereby waive law which renders hereof respect.
| 79Severability
|
The parties have participated jointly in negotiating and drafting this Agreement. If an ambiguity or a question of intent interpretation arises, Agreement shall be construed as if drafted by the parties, no presumption burden proof arise favoring disfavoring any party virtue authorship provision When reference is made to sections subsections, such section subsection unless otherwise indicated. headings contained are for purposes only not affect way meaning Whenever words “include,” “includes” “including” used Agreement, they deemed followed “without limitation.” “herein,” “hereof,” “hereunder” similar import refer whole particular Any pronoun include corresponding masculine, feminine neuter forms. References “party” “parties” mean Company each Shareholder, case may be. Time periods within following which act done calculated excluding day on period commences including ends extending next Business Day last Day.
| 55Interpretations
|
EACH CO-BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF COURTS STATE TEXAS SITTING IN DALLAS COUNTY UNITED STATES DISTRICT COURT NORTHERN TEXAS, ANY APPELLATE FROM THEREOF, ACTION OR PROCEEDING ARISING OUT RELATING THIS AGREEMENT OTHER LOAN DOCUMENT, RECOGNITION ENFORCEMENT JUDGMENT, PARTIES HERETO AGREES THAT ALL CLAIMS RESPECT SUCH MAY BE HEARD DETERMINED OR, FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURT. A FINAL JUDGMENT SHALL CONCLUSIVE ENFORCED JURISDICTIONS SUIT ON MANNER PROVIDED LAW. NOTHING DOCUMENT AFFECT RIGHT ADMINISTRATIVE AGENT, LENDER L/C ISSUER OTHERWISE HAVE BRING AGAINST PROPERTIES JURISDICTION.
| 82Submission To Jurisdiction
|
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark service marks, trade names, secrets, inventions, copyrights, licenses other intellectual property similar as described in SEC Reports necessary required for use connection with their respective businesses which failure so could a Material Adverse Effect (collectively, “ Intellectual Property Rights ”). None of, neither nor any Subsidiary has received notice (written otherwise) that expired, terminated been abandoned, is expected expire terminate be within two (2) years from date of this Agreement. Neither received, since latest audited financial statements included Reports, written claim otherwise knowledge violate infringe upon Person, except not reasonably Effect. To Company, such are enforceable there no existing infringement by another Person Rights. its taken reasonable security measures protect secrecy, confidentiality value properties, where do not, individually aggregate,
| 53Intellectual Property
|
This Agreement may be executed in any number of counterparts, each which when shall deemed to an original and all together one the same instrument.
| 26Counterparts
|
Capitalized terms not otherwise defined in this Amendment have the same meanings as set forth Credit Agreement.
| 29Definitions
|
The Committee shall have the authority to determine Employees, Consultants and Directors whom Performance Awards may be granted. use such business criteria other measures of performance as it deem appropriate in establishing any conditions, exercise its discretion reduce or increase amounts payable under Award subject conditions.
| 46General
|
Any notice, demand, statement, request, consent or other communication made hereunder shall be in writing and delivered (i) personally, (ii) mailed by certified registered mail, postage prepaid, return receipt requested (iii) depositing the same with FedEx another reputable private courier service, for next business day delivery, to parties at their addresses first set forth above deemed given when four (4) Business Days after being placed United States if sent one (1) deposit such service. Rejection refusal accept inability deliver because of changed address which no notice was as herein required demand request sent. By giving hereto least fifteen (15) days prior written thereof accordance provisions hereof, have right from time change respective any within America. Tenant agrees send a copy statement under Lease Lender is Landlord.
| 65Notices
|
This Agreement is binding upon and shall inure to the benefit of permitted successors or assigns respective parties hereto, except that neither party may assign its rights obligations under this without express written consent other (which not be unreasonably withheld).
| 7Assignments
|
This Amendment may be executed in counterparts, each of which so shall deemed to an original and such counterparts together constitute one the same instrument. Delivery counterpart a signature page this by facsimile or via other electronic means effective as delivery manually Amendment.
| 26Counterparts
|
Each Agent, each Lender and Transferee shall hold all non-public information obtained by such or pursuant to the requirements of this Agreement in accordance with Agent’s, Lender’s Transferee’s customary procedures for handling confidential nature; provided , however, may disclose (a) its examiners, Affiliates, outside auditors, counsel other professional advisors, (b) any prospective Transferees, (c) as required requested Governmental Body representative thereof legal process; provided, further that (i) unless specifically prohibited Applicable Law, use reasonable best efforts prior disclosure thereof, notify applicable Borrower request (A) a (other than connection an examination financial condition Body) (B) process (ii) no event be obligated return materials furnished those documents instruments possession Agent order perfect Lien on Collateral once Obligations have been paid full has terminated. acknowledges from time advisory, investment banking services offered one more Affiliates (in otherwise) Subsidiaries hereby authorizes share delivered Agreement, decision enter into Subsidiary Affiliate Lender, it being understood receiving bound provisions Section 16.15 if were hereunder. Such authorization survive repayment termination Agreement. Notwithstanding non-disclosure agreement similar document executed Administrative favor Borrower’s affiliates, supersede agreements. anything contained herein contrary, material disclosed at Company Competitor without express consent NESL.
| 20Confidentiality
|
The terms and conditions herein constitute the entire agreement between Parties shall supersede all previous agreements, either oral or written, hereto with respect to subject matter hereof. No of understanding bearing on this Agreement be binding upon Party unless it in writing signed by duly authorized officer representative each expressly refer Agreement.
| 38Entire Agreements
|
The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.
| 89Terms
|
There shall be no litigation, arbitration, administrative proceeding or consent decree that could reasonably expected to (1) have a Material Adverse Effect on the Company and its Subsidiaries, taken as whole, (2) materially impair ability of parties consummate Transaction.
| 58Litigations
|
Each of the Parties acknowledges and agrees that other Party may be damaged irreparably in event any provisions this Agreement are not performed all material respects or otherwise breached. Accordingly, notwithstanding anything herein to contrary, each will entitled injunctive relief prevent breaches Agreement, and/or enforce specifically terms hereof, action instituted court tribunal having jurisdiction over matter, without posting bond security, such shall addition remedies which entitled, at law equity.
| 81Specific Performance
|
Subject to the provisions of Section 2.06(b) , (i) each Eurodollar Rate Loan shall bear interest on outstanding principal amount thereof for Interest Period from applicable borrowing date at a rate per annum equal such plus Applicable Rate; and (ii) Base Rate. To extent that any calculation or fee required be paid under this Agreement based (or result in) is less than zero, deemed zero purposes Agreement.
| 54Interests
|
All disputes which may arise between the Parties hereto in respect of this Agreement shall tried to be settled amicably through mutual consultation within thirty (30) days a written settlement request either Party. In event that efforts settle dispute arising under are not successful, agree exclusive jurisdiction competent courts Hamburg, Germany, with exclusion any other or arbitration.
| 56Jurisdictions
|
Your employment under this letter agreement will continue for a five year term, expiring December 31, 2020 (the “Expiration Date”), unless terminated earlier pursuant to Section 7 of Agreement.
| 89Terms
|
At and after the Effective Time, officers directors of Surviving Corporation shall be authorized to execute deliver, in name behalf Company or Merger Sub, any deeds, bills sale, assignments assurances take do, on other actions things vest, perfect confirm record otherwise all right, title interest in, under rights, properties assets acquired by as a result of, connection with, Merger.
| 45Further Assurances
|
All references to Lender or its Affiliates contained in any press release, advertisement, promotional material other information prepared by Borrower Subsidiary must be approved writing advance of issuance and all issuance. Notwithstanding the foregoing, each retains right sole discretion disclose this Agreement (including terms conditions), as well identity Lender, respectively, needed comply with obligations under applicable Laws, including stock exchange regulations.
| 20Confidentiality
|
This Agreement may be executed in two or more counterparts, all of which shall considered one and the same agreement become effective when counterparts have been signed by each parties delivered to other (including facsimile via portable document format (.pdf)), it being understood that need not sign counterpart.
| 26Counterparts
|
This Agreement may be executed and delivered (including by facsimile transmission or portable document format (“.pdf”)) in one more counterparts, the Parties hereto separate each of which when shall deemed to an original, but all taken together constitute same agreement.
| 26Counterparts
|
This Agreement contains the entire understanding between parties hereto with respect to subject matter hereof, and supersedes all prior contemporaneous agreements understandings, inducements, conditions, express or implied, oral written (including without limitation Prior Agreement), except as herein contained, excluding Proprietary Rights equity award Company’s plan(s) under which Executive’s outstanding awards were granted, such incorporated by reference into this Agreement. The terms hereof control supersede any course of performance and/or usage trade inconsistent hereof. may not be modified amended other than an agreement in writing signed both hereto.
| 38Entire Agreements
|
The capitalization of the Company is as described in Company’s most recently filed Annual Report on Form 10-K or Quarterly 10-Q, applicable, (i) no shares Company's capital stock are subject to preemptive rights any other similar liens encumbrances suffered permitted by Company, (ii) except 8-K December 18, 2015, there outstanding debt securities (iii) recent options, warrants, scrip, subscribe to, calls commitments character whatsoever relating convertible into, its Subsidiaries, contracts, commitments, understandings arrangements which Subsidiaries may become bound issue additional (iv) agreements under obligated register sale their respective Securities Act have not been so registered, for issuable promissory note Goldman Sachs & Co., (v) instruments contain redemption provisions, and redeem a security (vi) containing anti-dilution provisions that will be triggered issuance this Agreement (vii) does appreciation "phantom stock" plans plan agreement. has furnished made available Investor true correct copies Certificate Incorporation, amended effect date hereof (the “ Incorporation ”), Bylaws, " Bylaws "), summaries terms all into exercisable Common Stock, if any, documents material holders thereof respect thereto.
| 16Capitalization
|
The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the its liabilities; Borrower is not left with unreasonably small capital after transactions in this Agreement; and able to pay debts trade debts) as they mature.
| 80Solvency
|
Promptly after receipt by an indemnified party under this Section 5 of notice the commencement any action (including governmental action), such shall, if a claim in respect thereof is to be made against indemnifying deliver written and shall have right participate agrees writing that it will responsible for costs, expenses, judgments, damages losses incurred with claim, jointly other similarly noticed, assume defense counsel mutually satisfactory parties; provided, however, retain its own counsel, fees expenses paid party, reasonably believes representation retained would inappropriate due actual or potential differing interests between represented proceeding. The failure within reasonable time relieve liability Agreement only extent prejudicial ability defend action, omission so not may otherwise than Agreement.
| 65Notices
|
The Corporation hereby employs the Employee and accepts employment as an of Corporation, subject to terms conditions set forth in this Agreement.
| 35Employment
|
The provisions of this Agreement shall be construed and interpreted in accordance with the laws State Texas, venue for any action brought respect to claims arising out exclusively Dallas County, Texas.
| 94Venues
|
This Agreement shall become effective (other than Section 2.01, which only upon satisfaction of the conditions precedent set forth in 3.01) when it have been executed by PPG and Administrative Agent notified each Initial Lender that such has thereafter be binding inure to benefit Borrowers, their respective successors assigns, except no Borrower (including as guarantor under Article VII) right assign any its rights or obligations hereunder interest herein without prior written consent Lenders, provided other may consent.
| 13Binding Effects
|
This Intellectual Property Security Agreement and the transactions contemplated hereby, all disputes between parties under or relating to this facts circumstances leading its execution, whether in contract, tort otherwise, shall be construed accordance with governed by laws (including statutes of limitation) State Michigan, without regard conflict law principles that would require application another jurisdiction.
| 47Governing Laws
|
The provisions of this Agreement shall be binding upon and inure to the benefit parties hereto their respective successors assigns permitted hereby, except that neither Borrower nor any other Credit Party may assign or otherwise transfer its rights obligations hereunder without prior written consent Administrative Agent each Lender, no Lender except: (i) an Eligible Assignee in accordance with clause (b) Section; (ii) by way participation (d) (iii) pledge assignment a security interest subject restrictions (e) Section (and attempted party null void). Nothing Agreement, expressed implied, construed confer Person (other than hereto, Participants extent provided Section, and, expressly contemplated Related Parties Lenders) legal equitable right, remedy claim under reason Agreement.
| 84Successors
|
If any action at law or in equity is necessary to enforce interpret the terms of this Agreement, prevailing party shall be entitled recover from other reasonable attorneys’ fees and expenses addition relief which he it may entitled.
| 25Costs
|
The Purchaser has all requisite corporate power and authority to execute deliver this Agreement each Ancillary Document which it is a party, perform the Purchaser’s obligations hereunder thereunder consummate transactions contemplated hereby thereby. execution delivery of party consummation thereby (a) have been duly validly authorized by board directors Purchaser, (b) no other proceedings, than as set forth elsewhere in Agreement, on part are necessary authorize or This been, shall be when delivered, executed delivered and, assuming due authorization, such Documents parties hereto thereto, constitutes, constitute, valid binding obligation enforceable against accordance with its terms, except extent that enforceability thereof may limited applicable bankruptcy, insolvency, reorganization moratorium laws general application affecting enforcement creditors’ rights generally any statute limitation defense set-off counterclaim, fact equitable remedies relief (including remedy specific performance) subject discretion court from sought (collectively, “ Enforceability Exceptions ”).
| 10Authorizations
|
On or prior to the Initial Borrowing Date, Effective Date shall have occurred.
| 33Effective Dates
|
The Loan Documents embody the entire agreement and understanding among Borrowers, Agent, LC Issuer Lenders supersede all prior agreements understandings relating to subject matter thereof other than any fee letters Borrowers Agent of with which survive execution Documents.
| 38Entire Agreements
|
No consent or waiver, express implied, by any party of a breach default in the performance its obligations hereunder shall be deemed construed to waiver other such same hereunder.
| 97Waivers
|
(a) The Loans comprising each ABR Borrowing (including Swingline Loan) shall bear interest at the Alternate Base Rate.
| 54Interests
|
Fulton Financial Corporation shall have the right to amend Plan at such time or times and in manner as it deems advisable and, by adopting this Plan, each Employer is deemed consent to, be bound by, any amendment without further act deed. Notwithstanding foregoing, no affect amount of Participant's accrued but unpaid benefit (including earnings that thereon), Participant receive his benefit, becomes effective.
| 2Amendments
|
Except as expressly provided in this Second Amendment, the terms and provisions of Lease, previously executed by parties, shall continue to govern rights obligations parties all covenants herein amended, remain full force effect. The Lease Amendment constitute entire understanding agreement between Landlord Tenant regarding subject matter thereof supersede other prior written or oral understandings agreements with respect thereto but one instrument. set forth herein, neither nor any Landlord’s agents representatives have made representation promise, express implied, connection Amendment.
| 13Binding Effects
|
This Agreement is subject to the terms and conditions of Plan. In event any inconsistent provisions between this Plan, Plan control. Capitalized used in without definitions have meanings assigned them References Sections are unless otherwise noted.
| 55Interpretations
|
Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing delivered by hand, overnight courier, mail or facsimile and, if to the Agent, sufficient respects sent [ ]; Forward Purchaser, it Company, Company at offices of 777 South Flagler Drive, West Palm Beach, FL 33401, Attention: Chief Financial Officer, with a copy 600 Hale Street, P.O. Box 1000, Prides Crossing, MA 01965, General Counsel. Each party this Agreement may change such address for sending parties written notice new purpose.
| 65Notices
|
Any notice to the Company provided for in this Agreement shall be addressed Corporate Secretary of at 1 Bella Drive, Westminster, MA 01473, and any Optionee such current address shown on file with Company, or other as may designate writing. delivered by hand, sent telecopy electronic copy enclosed a properly sealed envelope stated above, registered deposited, postage prepaid, post office regularly maintained United States Postal Service.
| 65Notices
|
Each Borrower shall immediately notify the Representative of occurrence any Default or Event hereunder referring to this Agreement describing such and stating that notice is a “notice default”. In event receives notice, give prompt thereof Administrative Agent Lenders. Any provided constitute each on date received by Representative.
| 65Notices
|
Notwithstanding any provision herein to the contrary, payment of Severance Benefits and Pro Rata Bonus Payment, Accelerated Equity Benefit, pursuant subsection (d), (e) or (g) this Section 7, shall be conditioned upon Employee’s execution, delivery Company, non-revocation Release Claims (and expiration revocation period contained in such Claims) accordance with time limits set forth therein (and, all events, within sixty (60) days following Date termination). If Employee fails execute a timely manner, revokes acceptance release its not entitled Benefits, Benefit. Payment will commence on first regular Company payday that is at least five (5) business date receives timely, effective non-revocable (the “ ”); provided, however, retroactive day immediately Termination. also made Date. foregoing, extent portion constitutes “non-qualified deferred compensation” subject 409A Code, scheduled occur prior sixtieth (60th) termination employment hereunder, but for condition executing as herein, until regularly payroll day, after which remaining benefits thereafter provided according applicable schedule herein.
| 74Releases
|
This Agreement may be executed in two counterparts, each of which will an original and both constitute together the same document. Counterparts signed delivered by facsimile or digital transmission (.pdf), binding when received applicable Party.
| 26Counterparts
|
As defined in Section 5.1.18.
| 43Financial Statements
|
Subject to the provisions of Section 10.2(a), each Agent, Lenders, Credit Party and their Related Persons, is authorized (but not required) transmit, post or otherwise make communicate, in its sole discretion, Electronic Transmissions connection with any Loan Document transactions contemplated therein. Each Secured hereto acknowledges agrees that use necessarily secure there are risks associated such use, including interception, disclosure abuse indicates it assumes accepts by hereby authorizing transmission Transmissions.
| 10Authorizations
|
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