setfit-contracts-clauses

scholarly360/setfit-contracts-clauses

setfit-contracts-clauses is a text classification model from scholarly360. Use it when you need a label for a piece of text. It is set up for setfit.

This is a SetFit model that can be used for Text Classification. This SetFit model uses sentence-transformers/all-MiniLM-L6-v2 as the Sentence Transformer embedding model. A LogisticRegression instance is used for cla…

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Hugging Face

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At a glance

Task: Text Classification
Library: setfit
Model type: bert
Access: Public
Created: May 11, 2024
Updated: May 11, 2024
SHA: 14b8aacd

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Base models

sentence-transformers/all-MiniLM-L6-v2

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From the Hugging Face model README

SetFit with sentence-transformers/all-MiniLM-L6-v2

The model has been trained using an efficient few-shot learning technique that involves:

Fine-tuning a Sentence Transformer with contrastive learning.
Training a classification head with features from the fine-tuned Sentence Transformer.

Model Details

Model Description

Model Type: SetFit
Sentence Transformer body: sentence-transformers/all-MiniLM-L6-v2
Classification head: a LogisticRegression instance
Maximum Sequence Length: 256 tokens
Number of Classes: 100 classes

Model Sources

Repository: SetFit on GitHub
Paper: Efficient Few-Shot Learning Without Prompts
Blogpost: SetFit: Efficient Few-Shot Learning Without Prompts

Model Labels

Label	Examples
governing laws	<ul><li>'The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State.'</li><li>'This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California.'</li><li>'This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Minnesota, except to the extent that the perfection of the security interest hereunder, or the enforcement of any remedies hereunder, with respect to any particular Collateral shall be governed by the laws of a jurisdiction other than the State of Minnesota.'</li></ul>
counterparts	<ul><li>'This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same agreement.'</li><li>'This Assignment may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Assignment. Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Assignment shall constitute effective delivery of such signature page.'</li><li>'This Agreement may be executed in counterparts and by separate parties in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same document. Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Agreement shall constitute effective delivery of such signature page.'</li></ul>
notices	<ul><li>'All notices under this Agreement must be given in writing by personal delivery or United States registered or certified mail, return receipt requested, at the addresses indicated in this Agreement, or any other address designated in writing by either party.'</li><li>'Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent or any Managing Agent, copies of the same.'</li><li>'The provisions of Section 6.01 of the Collateral Agreement shall apply mutatis mutandis in respect of any certificate, notice, demand or other communication given or made under this Deed.'</li></ul>
entire agreements	<ul><li>'Unless specifically provided herein, this Agreement contains all the understandings and representations between the Executive and the Company pertaining to the Termination of Employment and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.'</li><li>'This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements between the parties with respect thereto. This Agreement may be amended only by an agreement in writing signed by both parties hereto.'</li><li>'This Note constitutes the full and entire agreement of the Borrower and the Holder with respect to the subject matter hereof.'</li></ul>
severability	<ul><li>'The invalidity or unenforceability in particular circumstances of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this instrument shall be affected thereby.'</li><li>'Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.'</li><li>'In case any provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.'</li></ul>
waivers	<ul><li>'That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section\xa010.5 and the definition of “Requisite Lenders”.'</li><li>'The provisions of this Agreement, or any other Loan Document, may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and both Lenders.'</li><li>'Collateral Agent shall not be deemed to have waived any of its rights hereunder or under any other agreement, instrument or paper signed by Grantor unless such waiver is in writing and signed by Collateral Agent. No delay or omission on the part of Collateral Agent in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion.'</li></ul>
amendments	<ul><li>'That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section\xa010.5 and the definition of “Requisite Lenders”.'</li><li>'This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements between the parties with respect thereto. This Agreement may be amended only by an agreement in writing signed by both parties hereto.'</li><li>'The provisions of this Agreement, or any other Loan Document, may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and both Lenders.'</li></ul>
expenses	<ul><li>'The Company shall reimburse Executive for all reasonable and necessary expenses incurred by him in connection with his employment and in accordance with the Company policy, which requires reasonable evidence of expenditure.'</li><li>'Grantor agrees to pay the reasonable attorneys’ fees and legal expenses incurred by Collateral Agent in the exercise of any right or remedy available to it under this Agreement, whether or not suit is commenced, including, without limitation, attorneys’ fees and legal expenses incurred in connection with any appeal of a lower court’s order or judgment.'</li><li>'Except as otherwise provided herein, each Party shall bear and pay all costs and expenses which it incurs, or which may be incurred on its behalf, in connection with this TSA and the transactions contemplated hereby. Unless otherwise indicated, all dollar amounts stated in this TSA are stated in U.S. currency, and all payments required under this TSA shall be paid in U.S. currency in immediately available funds.'</li></ul>
survival	<ul><li>'Notwithstanding any provision of this Agreement to the contrary, Sections 1, 2, 3, 6, 7, 9, 10, 13, 15, 16 and 17 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment for any reason whatsoever.'</li><li>'Each party’s obligations under this Section shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.'</li><li>'The provisions of Sections 2.05(b) , (c) and (d) , Section 4.05 and Articles V , VI , VII and VIII shall survive the termination of this TSA.'</li></ul>
representations	<ul><li>'Each Guarantor hereby makes to the Administrative Agent and the other Guarantied Parties all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Loan Agreement and the other Loan Documents, as if the same were set forth herein in full.'</li><li>'The Seller has determined that this Agreement is effective to transfer to the Administrative Agent, the Managing Agents and the Purchasers, as assignees of the Seller, the full benefit of and a direct claim against LKQ, as Servicer, and each Originator in respect of each representation or warranty made by LKQ, as Servicer, and each Originator under any Transaction Document.'</li><li>'All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.'</li></ul>
assigns	<ul><li>'This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or transfer its rights hereunder without the prior written consent of both Lenders.'</li><li>'This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Grantor and Collateral Agent.'</li><li>'This Agreement shall be binding upon the First Lien Agents, the Senior Secured Parties, the Second Priority Agents, the Second Priority Secured Parties and their respective permitted successors and assigns.'</li></ul>
taxes	<ul><li>'In addition, the Credit Parties shall pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable Law. The Credit Parties shall deliver to Administrative Agent official receipts or other evidence of such payment reasonably satisfactory to Administrative Agent in respect of any Other Taxes payable hereunder promptly after payment of such Other Taxes.'</li><li>'The Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.'</li><li>'The Key Person shall be responsible for taxes due upon the settlement of any RSU granted hereunder and upon any later transfer by the Key Person of any Share received upon the settlement of an RSU.'</li></ul>
litigations	<ul><li>'The Borrower or any other Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document, or any Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).'</li><li>'Other than those matters disclosed on Schedule 5.9 , (a) there are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened, against Borrower or any of its Subsidiaries, and (b)\xa0there are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened, against HTGC that could reasonably be expected to result in a Material Adverse Change.'</li><li>'There is no litigation, claim, investigation, challenge or other proceeding pending or, to the knowledge of Management Company, threatened against Management Company, its properties or business which seeks to enjoin or prohibit it from entering into this Agreement.'</li></ul>
insurances	<ul><li>'The Seller will maintain in effect, or cause to be maintained in effect, at the Seller’s own expense, such casualty and liability insurance as the Seller shall deem appropriate in its good faith business judgment.'</li><li>'With respect to the provision of Transition Services under this TSA, Service Provider shall maintain such insurance coverage and in such amounts covering itself and its Affiliates as is commercially reasonable. Upon the reasonable request of Service Recipient, Service Provider shall provide Service Recipient with such information as it shall reasonably request relating to any insurance coverage relevant to a Transition Service provided under this TSA.'</li><li>'Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance recoveries actually received by the Indemnified Party or its Affiliates.'</li></ul>
confidentiality	<ul><li>'Each party agrees that it and its Affiliates, and its and their respective employees, advisors, agents and representatives, including, with respect to the Company, any third parties engaged to provide the Services pursuant to Section\xa02(c) , shall keep confidential all data, documents, records and information obtained from the other party or its representatives in connection with this Agreement in accordance with Section\xa04.1 of the Purchase Agreement.'</li><li>'In the event of the consummation or public announcement of the Public Offering, Wainwright shall have the right to disclose its participation in such Public Offering, including, without limitation, the Public Offering at its cost of “tombstone” advertisements in financial and other newspapers and journals.'</li><li>'Except as requested by the Company, CEI or the other Released Parties, as permitted above or by law that may supersede the terms of this Agreement, or as compelled by valid legal process, the Individual shall treat as confidential the fact and terms of this Agreement and shall not disclose such information to any party other than his spouse, attorney, and accountant or tax advisor, if such persons have agreed to keep such information confidential.'</li></ul>
waiver of jury trials	<ul><li>'Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with respect to this Amendment or any other Credit Document.'</li><li>'GRANTOR HEREBY EXPRESSLY WAIVE(S) ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR (b) ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE(S) THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.'</li><li>'EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.'</li></ul>
terminations	<ul><li>'This Guaranty shall remain in full force and effect with respect to each Guarantor until (i) termination of the Loan Agreement in accordance with Section\xa012.10. thereof or (ii)\xa0following the release of a Guarantor or Guarantors in accordance with Section 7.12.(b) of the Loan Agreement, no Person is a Guarantor; provided that the provisions of Section\xa09 of this Guaranty shall continue in full force and effect after such termination.'</li><li>'Subject to the terms and conditions set forth herein, the Shareholders’ Agreement, and the rights and obligations of the parties thereunder, is hereby terminated, effective immediately, and shall be null and void and no longer of any force or effect; provided , however , that Section 9(j) and Section 9(k) of the Shareholders’ Agreement shall survive the termination of the Shareholders’ Agreement indefinitely.'</li><li>'The Employee’s employment may be terminated during the Employment Period at any time by the Employee or the Company for any reason.'</li></ul>
further assurances	<ul><li>'Each of Tricadia and Tiptree shall, and shall cause their respective Affiliates to, use good faith efforts to cooperate with each other in all matters relating to the provision and receipt of the Transition Services. Such cooperation shall include exchanging information, performing true-ups and adjustments and seeking all third party consents, licenses, sublicenses or approvals necessary to permit each party to perform its obligations hereunder.'</li><li>'Where the Vessel is (or is to be) sold in exercise of any power contained in this Deed or otherwise conferred on the Collateral Agent, the Owner undertakes to execute, forthwith upon request by the Collateral Agent, such form of conveyance of the Vessel as the Collateral Agent may require.'</li><li>'The Owner hereby further undertakes at its own expense from time to time to execute, sign, perfect, do and (if required) register every such further assurance, document, act or thing as in the opinion of the Collateral Agent may be reasonably necessary or desirable for the purpose of more effectually mortgaging and charging the Mortgaged Property or perfecting the security constituted or intended to be constituted by the Mortgage and this Deed.'</li></ul>
general	<ul><li>'Headings contained herein are inserted for convenience of reference only and are not to be considered for the purposes of interpretation. All monetary references are to U.S. Dollars. If anything herein falls to be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day.'</li><li>'The Customer Support Services will be provided by the following types of Customer Support Agents: []. Bank will provide agents for future, mutually agreed upon and approved channels.'</li><li>'Including products, completed operations liability and personal injury, contractual liability and broad form property damage liability coverage for damages to any property with a minimum combined single limit of [] per occurrence and [***] general aggregate per location for bodily injury, death, property damage and personal injury.'</li></ul>
terms	<ul><li>'Subject to the severance provisions of Section 5 below, Executive’s employment with the Company shall initially be for a term of two years ending July 31, 2020 (“Termination Date”) and shall thereafter automatically renew for one-year terms unless either party terminates the Agreement with 90 days prior written notice of termination before the end of the then current term.'</li><li>'All capitalized terms used but not defined in this Amendment shall have the same meaning as prescribed in the Original Agreement.'</li><li>'The terms of the Plan are incorporated herein by reference and the Key Person’s rights hereunder are subject to the terms of the Plan to the extent they are inconsistent with or in addition to the terms set forth herein. The Key Person hereby agrees to comply with all requirements of the Plan.'</li></ul>
assignments	<ul><li>'No party shall assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other parties hereto, except that Tiptree and Tiptree Parent may assign their respective rights to any other Person that is a direct or indirect subsidiary of Tiptree Parent; provided , that, Tiptree and Tiptree Parent will continue to be bound by their respective obligations hereunder.'</li><li>'This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.'</li><li>'Except as otherwise provided in this Agreement, the Grantee may not assign any of his, her or its rights under this Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted to assign its rights or obligations under this Agreement so long as such assignee agrees to perform all of the Company’s obligations hereunder.'</li></ul>
authority	<ul><li>'The execution and delivery by the Servicer of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which the Servicer is a party has been duly executed and delivered by the Servicer.'</li><li>'Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.'</li><li>'Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.'</li></ul>
use of proceeds	<ul><li>'No proceeds of any purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.'</li><li>'The Borrower will use the proceeds of the Delayed Draw Term Loans for general corporate purposes, including, without limitation, to finance the pre-delivery installments due to builder(s) under its or its Subsidiaries’ shipbuilding contracts.'</li><li>'The proceeds of the Loans shall be used to finance the working capital needs of the Company and its Subsidiaries and for general corporate or entity purposes, including to enable the Company to make valuable transfers to any of its Subsidiaries in connection with the operation of their respective businesses.'</li></ul>
payments	<ul><li>'All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by Law) be paid free and clear of, and without any deduction or withholding on account of, any Taxes.'</li><li>'Borrower may voluntarily prepay the loan evidenced by this Note in whole or in part at any time; without premium or penalty.'</li><li>'Each voluntary prepayment of Loans shall be in an aggregate minimum amount of $1,000,000.00 and integral multiples of $100,000.00 in excess thereof (or, if less, the aggregate principal amount of Loans then outstanding).'</li></ul>
compliance with laws	<ul><li>'Grantor will not use the Collateral, or knowingly permit the Collateral to be used, for any unlawful purpose or in violation of any federal, state or municipal law.'</li><li>'Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.'</li><li>'No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, fail to (a) comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, all Environmental Laws and the Requirements) and (b) preserve and maintain in full force and effect all material rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business.'</li></ul>
no conflicts	<ul><li>'Upon issuance of the Shares, the Company will have insufficient authorized shares of Common Stock necessary to reserve for the issuance of the Warrant Shares (other than shares issuable upon exercise of the Series C Warrants), and to issue shares of Common Stock issuable upon exercise and/or issuance of certain issued and outstanding derivative securities of the Company.'</li><li>'Executive represents and warrants that the performance by Executive of the duties that are reasonably expected to be performed hereunder will not result in a material breach of any agreement to which Executive is a party.'</li><li>'Executive hereby represents that, to the best of his knowledge, his performance of all the terms of this Agreement and his work as an employee or consultant of the Company does not breach any oral or written agreement which he has made prior to his employment with the Company.'</li></ul>
indemnifications	<ul><li>'The Company shall indemnify and hold Employee harmless, to the maximum extent permitted by law, against all liability, expense or loss (including reasonable attorneys’ fees and penalties) incurred by Employee by reason of the fact that Employee is an officer of the Company acting within the scope of Employee’s duties and authorities.'</li><li>'The Company hereby agrees to indemnify Employee and hold him harmless to the extent provided under the by-laws of the Company against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from Employee’s good faith performance of his duties and obligations with the Company. This obligation shall survive the termination of Employee’s employment with the Company.'</li><li>'The Company agrees to defend and indemnify and hold the Employee harmless from and against any past, present or future claim, action, demand, loss, cost, expense, liability or other damage arising from, and including reasonable attorney’s fees and costs, amounts, expenses, incurred by or imposed against the Employee and arising out of or relating to any past, present or future claim, action, demand, loss, cost, expense, liability or other damage due to Employee’s employment hereunder.'</li></ul>
organizations	<ul><li>'The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.'</li><li>'Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.'</li><li>'Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.'</li></ul>
base salary	<ul><li>'Commencing on the Agreement Effective Date and thereafter during his Employment Period, the Employee shall receive an annual base salary of $273,000 (as such salary may be increased from time to time , the “Annual Base Salary”), which shall be paid no less frequently than on a semimonthly basis.'</li><li>'Commencing on the Agreement Effective Date and thereafter during his Employment Period, the Employee shall receive an annual base salary of $________ (as such salary may be increased from time to time , the “Annual Base Salary”), which shall be paid no less frequently than on a semimonthly basis.'</li><li>'During the Term, the Executive’s annual base salary rate shall be $455,000. The Executive’s base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the “Compensation Committee”). The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for executive officers.'</li></ul>
binding effects	<ul><li>'The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns (including assignees of its Loans in whole or in part prior to the effectiveness hereof).'</li><li>'This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.'</li><li>'This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Key Person and the Key Person’s executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof.'</li></ul>
headings	<ul><li>'Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.'</li><li>'Section headings used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty.'</li><li>'Section headings have been inserted herein for convenience only and shall not be construed to be a part hereof.'</li></ul>
costs	<ul><li>'The Borrowers shall pay to the Administrative Agent all reasonable costs and out-of-pocket expenses of every kind in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto or thereto, including, without limitation, any fees that have been invoiced prior to the date hereof (which fees include, without limitation, the reasonable and documented fees and expenses of any attorneys retained by the Administrative Agent).'</li><li>'Borrower hereby affirms its obligation under the Loan Agreement to reimburse the Agent for all Lender Group Expenses paid or incurred by the Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the attorneys’ fees and expenses of attorneys for the Agent with respect thereto.'</li><li>'Janssen will be solely responsible for conducting, at its sole cost and expense, Development of each Janssen Research IRD Product, except that Janssen will use Commercially Reasonable Efforts to Develop [***].'</li></ul>
definitions	<ul><li>'Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Loan Agreement.'</li><li>'Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.'</li><li>'In this Agreement unless there is something in the subject matter or context inconsistent therewith, the words and expressions set out in Schedule\xa0”A” shall have the meanings set out in such Schedule\xa0”A” .'</li></ul>
modifications	<ul><li>'This Agreement may be amended, modified, or supplemented only by written agreement of the Parties.'</li><li>'This Assignment may be amended, modified, or supplemented only by written agreement of the Parties.'</li><li>'This Agreement, together with the exhibits and schedules hereto, is the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous communications, agreements and understandings with respect to the subject matter hereof, express or implied, oral or written, all of which are merged herein.\xa0\xa0In the event of a conflict between this Agreement and the Management Agreement, the Management Agreement shall control.'</li></ul>
remedies	<ul><li>'Executive acknowledges and understands that the provisions of this Agreement are of a special and unique nature, the loss of which cannot be adequately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement would cause the Company irreparable harm. In the event of a breach or threatened breach by Executive of the provisions of this Agreement, the Company shall be entitled to an injunction restraining him from such breach.'</li><li>'All rights and remedies of Collateral Agent shall be cumulative and may be exercised singularly or concurrently, at their option, and the exercise or enforcement of any one such right or remedy shall not bar or be a condition to the exercise or enforcement of any other.'</li><li>'No delay or failure on the part of the Administrative Agent or any other Guarantied Party in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any other Guarantied Party of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.'</li></ul>
releases	<ul><li>'Neither Founder shall issue any press release or public announcement concerning this Agreement or the Company without obtaining the prior written consent of the other Founder hereto, which consent shall not be unreasonably withheld, except as may be required by applicable securities laws, in which case, the publishing Founder shall use reasonable commercial efforts to send the draft public announcement to the other Founder prior to publication thereof.'</li><li>'Players Network will send out a public communication as required by law to its shareholder and 8k filing pertaining to this agreement.'</li><li>'This Agreement and the security interests granted hereby shall terminate in accordance with the Indenture and each Intercreditor Agreement (if any).'</li></ul>
disclosures	<ul><li>'Nothing contained in this Agreement limits the Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company.'</li><li>'The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or regulation; provided , that prior to making any such legally required disclosure, the Recipient shall give the Discloser as much prior notice of the requirement for and contents of such disclosure as is practicable under the circumstances. Any such disclosure, however, shall not relieve the Recipient of its obligations contained herein.'</li><li>'No event has occurred since the date of the most recently delivered audited financial statements, and no fact or condition exists, which has had a Material Adverse Effect or which could reasonably be expected to have a Material Adverse Effect.'</li></ul>
participations	<ul><li>'The CEO and any Executive who receive a Participation Agreement will be eligible to participate in the Plan effective as of the date of such Participation Agreement.\xa0\xa0The terms and conditions of the severance benefit potentially payable to a Participant will be subject to the Participation Agreement delivered to the Participant and to the Plan.\xa0\xa0In the event of an explicit discrepancy between a Participation Agreement and the Plan, the Participation Agreement will control.'</li><li>'An employee shall become a Participant as of the first day of the calendar month coincident with or next following the date he or she first becomes an Eligible Executive Officer (the “Entry Date”), provided that he or she remains a member of the select group of officers for whom this Plan is designed through his or her Entry Date.'</li><li>'An Eligible Employee becomes a Participant upon the earlier to occur of: (a) a credit of Company Contributions under Article V, or (b) receipt of notification of eligibility to participate.'</li></ul>
vesting	<ul><li>'All Company matching contributions under Section 2.5(a) and Company additional discretionary contributions under Section 2.5(b) are 100% vested.'</li><li>'A Participant’s Account Balance attributable to QACA Safe Harbor Contributions is one hundred percent (100%) vested after two (2) years. Participants will become fully vested upon their Death or Disability as defined herein. If the Plan already defines Year of Service for purposes of vesting, then that definition applies to this QACA vesting schedule.'</li><li>'The Restricted Shares shall not become fully vested until the Key Employee has continued his/her employment with the Bank for a period of five (5) years from the effective date of this Agreement. For this purpose, the effective date of this Agreement will be \u2002\u2002\u2002\u2002\u2002,2019, and the date the Restricted Shares shall become fully vested shall be \u2002\u2002\u2002\u2002\u2002, 2027.'</li></ul>
no waivers	<ul><li>'Collateral Agent shall not be deemed to have waived any of its rights hereunder or under any other agreement, instrument or paper signed by Grantor unless such waiver is in writing and signed by Collateral Agent. No delay or omission on the part of Collateral Agent in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion.'</li><li>'No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.'</li><li>'No failure or delay by a Founder in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy.'</li></ul>
withholdings	<ul><li>'The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling.'</li><li>'All Deferrals and distributions shall be subject to legally required income and employment tax withholding. Such taxes shall include, but not necessarily be limited to, Social Security taxes on Deferrals, Matching Contributions, Company Profit Sharing Contributions and/or Other Contributions at the time they are vested and income taxes on distributions.'</li><li>'The Company shall have the right to deduct from any payment hereunder all taxes (federal, state or other) which it is required to withhold therefrom.'</li></ul>
miscellaneous	<ul><li>'All section headings are for convenience only. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.'</li><li>'This Agreement may be executed in two or more counterparts (including via facsimile), each of which shall be deemed an original. but all of which together shall constitute one and the same instrument. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.'</li><li>'Authority of the Representative .\xa0 Any action by the Initial Purchasers hereunder may be taken by J.P. Morgan Securities LLC on behalf of the Initial Purchasers, and any such action taken by J.P. Morgan Securities LLC shall be binding upon the Initial Purchasers.'</li></ul>
jurisdictions	<ul><li>'This Agreement shall be construed in accordance with and governed by the law of the State of New York.'</li><li>'The provisions set forth in Sections 9.09 and 9.10 of the Credit Agreement are hereby incorporated mutatis mutandis with all references to the “Agreement” therein being deemed references to this Agreement.'</li><li>'(a)\xa0 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT LOCAL LAW GOVERNS THE CREATION, PERFECTION, PRIORITY OR ENFORCEMENT OF SECURITY INTERESTS.'</li></ul>
closings	<ul><li>'Subject to the terms and conditions of this Agreement, the closing of the transactions described herein (the “ Closing ”) is taking place simultaneously with the execution and delivery of this Agreement by the parties at 780 Third Avenue, New York, New York 10017 (the date the Closing takes place, the “ Closing Date ”).'</li><li>'Subject to the terms and conditions of this Agreement, and unless otherwise agreed in writing by the Parties, the closing of the Transactions shall occur at 11:59 p.m.\xa0(Dallas, Texas time) on the date hereof (the “ Effective Time ”).'</li><li>'The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).'</li></ul>
integration	<ul><li>'The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section\xa02 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.'</li><li>'This Agreement and the other Loan Documents represent the entire agreement of the Company, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.'</li><li>'Except as specifically stated otherwise herein, this Agreement and Related Documents set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the Related Documents. This Agreement may not be modified, amended, waived or supplemented except as provided herein.'</li></ul>
fees	<ul><li>'That Defaulting Lender (x)\xa0shall not be entitled to receive any Commitment Fee pursuant to Section\xa02.8(a)(i) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y)\xa0shall be limited in its right to receive L/C Participation Fees as provided in Section\xa02.8(a)(iii).'</li><li>'The Borrower agrees to pay the administrative and other fees of the Agent pursuant to the Fee Letter and as may otherwise be agreed to in writing by the Borrower and the Agent from time to time.'</li><li>'The Borrower agrees to pay to the Agent a fee equal to $2,500 at the time of each Bid Rate Quote Request made hereunder for services rendered by the Agent in connection with Bid Rate Loans.'</li></ul>
effective dates	<ul><li>'The amended and restated Plan is effective as of January 1, 2019. The rights and benefits of and/or with respect to a Participant whose employment terminated prior to January 1, 2019 shall be determined under the provisions of the Plan in effect when his/her employment terminated.'</li><li>'This TSA shall become effective on the Effective Date and, unless terminated earlier pursuant to Section\xa07.02 below, shall remain in full force and effect until the latest date of expiration (the “ Final Term ”) of the Term for any Transition Service hereunder.'</li><li>'If the Commitments are increased in accordance with this Section, the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase in consultation with the Administrative Agent. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date.'</li></ul>
enforcements	<ul><li>"This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies."</li><li>'This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.'</li><li>'The Corporation expressly confirms and agrees that it has entered into this Agreement in order to induce Indemnitee to continue to serve as director and/or officer of the Corporation and acknowledges that Indemnitee is relying upon this Agreement in continuing in such capacity.'</li></ul>
financial statements	<ul><li>'Borrower has furnished to the Lenders (a)\xa0the audited consolidated financial statements of Borrower for the Fiscal Year ended March\xa029, 2013, and (b)\xa0the unaudited consolidated financial statements of Borrower for the Fiscal Quarter ended October\xa04, 2013.'</li><li>'The Borrower shall have delivered to the Administrative Agent or filed with the SEC its 10-K report for the period ending on December 31, 2017 and its 10-Q reports for the periods ending on March 31, 2018, June 30, 2018 and September 30, 2018.'</li><li>'The Administrative Agent shall have received the audited financial statements referred to in subsection 4.1.'</li></ul>
capitalization	<ul><li>'The Company currently has 220,599,761 shares of Common Stock issued and outstanding. In addition, 53,287,499 shares of Common Stock have been reserved for issuance, or are issuable upon exercise or conversion of outstanding derivative securities.'</li><li>'The shares of Common Stock underlying the Restricted Stock Units may be adjusted as provided in the Plan including, without limitation, Section \xa011 of the Plan. The Participant, by accepting this Agreement, irrevocably and unconditionally consents and agrees to any such adjustments as may be made at any time hereafter.'</li><li>'The shares of Common Stock underlying the Restricted Stock Units may be adjusted as provided in the Plan. The Participant, by accepting this Agreement, irrevocably and unconditionally consents and agrees to any such adjustments as may be made at any time hereafter.'</li></ul>
benefits	<ul><li>'During the period of employment, the Company shall provide Executive with such employee benefits as are provided by the Company generally to its executive employees. In additon, Company shall provide Executive at Company’s expense, or shall reimburse Executive, for appropriate telecommunications and internet service and devices as needed for Executive to perform his duties pursuant to this Agreement.'</li><li>'This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Key Person and the Key Person’s executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof.'</li><li>'The Termination Date shall be the termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by the Company and its subsidiaries.'</li></ul>
interpretations	<ul><li>'The covenants contained in this Section\xa07 are intended to be construed as a series of separate covenants. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced.'</li><li>'The captions used herein are intended for convenience of reference only and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Agreement. This Agreement is not intended to carry over any economic entitlements or obligations that may have arisen among the parties under the Existing Agreement due to events preceding this Agreement other than those specifically contemplated herein and should be interpreted accordingly to the extent applicable.'</li><li>'Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.'</li></ul>
subsidiaries	<ul><li>'The Borrower owns, directly or indirectly, free and clear of any Lien (other than Liens expressly permitted by Section 6.01 or 6.02), all of the issued and outstanding shares of common stock of each of the Principal Subsidiaries.'</li><li>'The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.'</li><li>'Solely for the purposes of determining whether an Event of Default has occurred under clause\xa0(h), (i) or (l) of Section\xa07.01, any reference in any such clause to any Subsidiary shall be deemed not to include any Immaterial Subsidiary affected by any event or circumstance referred to in any such clause.'</li></ul>
solvency	<ul><li>'This Agreement may be immediately terminated in its entirety by a Party by providing written notice of termination to the other Party in the event of an Insolvency Event of the other Party.'</li><li>'The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Receivables, nor does the Seller anticipate any pending insolvency.'</li><li>'As of the First Amendment and Restatement Effective Date, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.'</li></ul>
cooperation	<ul><li>'Upon a Party’s request, the other Party shall provide the prosecuting and maintaining Party with all reasonable assistance and cooperation in connection with its prosecution and maintenance of the applicable Patents, including by providing access to relevant persons and executing all documentation reasonably requested by the prosecuting and maintaining Party.'</li><li>'Each Party agrees, without further consideration, to cooperate and diligently perform any further acts, deeds and things and to execute and deliver any documents that may from time to time be reasonably necessary or otherwise reasonably required to consummate, evidence, confirm and/or carry out the intent and provisions of this Agreement, all without undue delay or expense.'</li><li>'Subject to your other commitments, you agree to reasonably cooperate (but only truthfully) with the Company and provide information as to matters which you were personally involved, or have information on, during your employment with the Company and which are or become the subject of litigation or other dispute.\xa0 The Company shall pay for any reasonable out-of-pocket expenses incurred by you in connection with your performance of the obligations pursuant to this Section 18.'</li></ul>
approvals	<ul><li>'Other than as set forth on Schedule 1.4 , no Tricadia Group Entity is required to obtain any consent or approval from any Person or provide notice to any Person in connection with the execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated by this Agreement, except where any such failure would not be materially adverse to the Tricadia Business.'</li><li>'Except as previously obtained or made and as provided in Section \xa09.2(e) , no authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Agency is or will be required to authorize or permit under applicable Laws the execution, delivery and performance by Borrower or any Subsidiary Guarantor of the Loan Documents to which it is a party (except where the failure to do so does not constitute a Material Adverse Effect).'</li><li>'The implementation of the Plan, the granting of any stock options under the Plan and the issuance of any shares of Common Stock (i) upon the exercise of any stock option or (ii) under the Stock Issuance Program shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the stock options granted under it and the shares of Common Stock issued pursuant to it.'</li></ul>
construction	<ul><li>'The parties hereto acknowledge and agree that the language of this Release Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any of the parties.'</li><li>'The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.'</li><li>'The various captions and section headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Notwithstanding anything to the contrary, in all cases, the use of the term “including” shall be construed as being inclusive and shall be deemed to mean “including, without limitation,”.'</li></ul>
intellectual property	<ul><li>'(a) Attached hereto as Schedule\xa011(a) is a schedule setting forth all of each Company’s Patents and Trademarks (each as defined in the Collateral Agreement) applied for or registered with the United States Patent and Trademark Office, and all other Patents and Trademarks (each as defined in the Collateral Agreement), including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each Patent or Trademark owned by each Company.'</li><li>'(a) Attached hereto as Schedule\xa011(a ) is a schedule setting forth all of the Company’s Patents and Trademarks (each as defined in the Collateral Agreement) applied for or registered with the United States Patent and Trademark Office, and all other Patents and Trademarks (each as defined in the Collateral Agreement), including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each Patent or Trademark owned by the Company.'</li><li>'As of the Closing Date, the Company and each Principal Domestic Subsidiary own, or are licensed to use, all United States Intellectual Property necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to own or be licensed would not reasonably be expected to have a Material Adverse Effect.'</li></ul>
brokers	<ul><li>'No agent, broker, financial advisor or other intermediary acting on behalf of any Tricadia Group Entity or any of their Affiliates is, or will be, entitled to any broker’s commission, finder’s fees or similar payment from any of the parties hereto, or from any Affiliate of any of the parties hereto, in connection with the transactions contemplated by this Agreement.'</li><li>'The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.'</li><li>'Neither the Company nor any Subsidiary or any related entities (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in the FINRA Manual).'</li></ul>
enforceability	<ul><li>'The Borrower or any other Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document, or any Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).'</li><li>'The failure of the Participants or the Company to insist upon strict adherence to any term of the Plan on any occasion shall not be considered а waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of the Plan.'</li><li>'This Interim Order shall constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052 and shall take effect and be fully enforceable nunc pro tunc to the Petition Date immediately upon execution hereof. Any findings of fact shall constitute a finding of fact even if it is stated as a conclusion of law, and any conclusion of law shall constitute a conclusion of law even if it is stated as a finding of fact.'</li></ul>
authorizations	<ul><li>'The execution and performance of this Agreement have been duly authorized by all necessary action and do not and will not: (a) require any consent or approval of the members or stockholders of any entity, or the consent of any governmental entity, which in each case has not been obtained; or (b) violate any provision of any indenture, contract, agreement or instrument to which it is a party or by which it is bound.'</li><li>'Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Seller of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.'</li><li>'No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Servicer of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder in its capacity as Servicer.'</li></ul>
consents	<ul><li>'Other than as set forth on Schedule 1.4 , no Tricadia Group Entity is required to obtain any consent or approval from any Person or provide notice to any Person in connection with the execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated by this Agreement, except where any such failure would not be materially adverse to the Tricadia Business.'</li><li>'Each Lender hereby consents to the Lids Disposition, and the Agent hereby waives any notices required or that will be required as a result of the Lids Disposition, including, without limitation, notices pursuant to Section 5.3 of the Credit Agreement.'</li><li>'Newmont headquarters is located at 6363 South Fiddler’s Green Circle, Suite 800, Greenwood Village, Colorado 80111 U.S.A., and grants awards to employees of Newmont and its Subsidiaries, at Newmont’s sole discretion. If Employee would like to participate in the Plan, please review the following information about Newmont’s data processing practices and declare Employee’s consent.'</li></ul>
tax withholdings	<ul><li>'The Company shall have the right to deduct from any payment hereunder all taxes (federal, state or other) which it is required to withhold therefrom.'</li><li>'The Company may withhold from any benefits payable under this Plan all federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling.'</li><li>'Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law.'</li></ul>
arbitration	<ul><li>'The Parties agree that any and all disputes arising out of, or relating to, the terms of this Release, their interpretation, and any of the matters herein released, shall be subject to binding arbitration as described in Section 9(c) of the Employment Agreement.'</li><li>'The Parties agree that any dispute or controversy arising out of, relating to, or concerning the interpretation, construction, performance, or breach of this Agreement will be settled by arbitration to be held in Multnomah County, Oregon, in accordance with the terms and conditions of the Confidentiality Agreement.'</li><li>'This Award Certificate shall be governed by, and construed in accordance with, the laws of the State of California (disregarding any choice-of-law provisions). If the Participant is a party to an agreement with the Corporation to arbitrate claims, such agreement to arbitrate claims shall apply as to any dispute or disagreement regarding the Participant’s rights under this Award Certificate.'</li></ul>
transactions with affiliates	<ul><li>'Directly or indirectly enter into or permit to exist any transaction with any Affiliate of Borrower except for transactions that (i)\xa0are in the ordinary course of Borrower’s business, (ii)\xa0are upon fair and reasonable terms, (iii)\xa0are fully disclosed to Agent, and (iv)\xa0are no less favorable to Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate.'</li><li>'Except as set forth in the SEC Documents, to the knowledge of the Company, none of the Company’s stockholders, officers or directors or any family member or affiliate of any of the foregoing, has either directly or indirectly an interest in, or is a party to, any transaction that is required to be disclosed as a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.'</li><li>'Neither the REIT nor any of its Subsidiaries is a party to any transaction, arrangement or contract (including any lease or other rental agreement) with any of its Affiliates other than as permitted by Section 9.10 hereof.'</li></ul>

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Task: Text Classification
Library: setfit
Type: bert
Created: May 11, 2024
Updated: May 11, 2024