Definitions Contract Clauses (26,161)

Definitions. 6.1 Cause. "Cause" means any one of the following: a. Removal or discharge of Executive pursuant to order of, or consent order or written agreement with any federal or state banking authority; b. Willful misfeasance or gross negligence in the performance of Executive's duties, including without limitation the concealment from or knowing failure to disclose to, any federal or state banking authority or the Board of Directors any material matters affecting the safety and soundness of the Company o...r the Bank; c. Indictment (or equivalent under applicable law) with respect to, the conviction of, or a plea of guilty or no contest to, a felony, or any other crime involving moral turpitude, fraud, theft, embezzlement, or dishonesty, or other crime that results in Executive's incarceration, with the exclusion of traffic violations; d. Misconduct or illegal conduct, including, without limitation, moral turpitude, fraud, theft, embezzlement, or sexual or other harassment; or 3 e. A violation of any employment policy or code of conduct of the Company or Bank as may be in effect from time to time, if such violation causes or is reasonably expected to cause, material reputational or financial harm, or is otherwise injurious, or reasonably expected to be injurious, to the Company or to any entity in control of, controlled by or under common control with the Company. 6.2 Good Reason. "Good Reason" means any one or more of the following: a. Material reduction of Executive's base salary or elimination of any significant compensation or benefit plan benefiting Executive (without replacement with a plan with materially similar aggregate value or opportunity), unless the reduction or elimination is generally applicable to substantially all similarly situated employees (or similarly situated employees of a successor or controlling entity of the Company or the Bank) who formerly benefited; b. The assignment to Executive without Executive's consent of materially diminished authority or duties that are materially inconsistent with Executive's position as of the date of this Agreement; or c. A relocation or transfer of Executive's principal place of employment that would increase Executive's commute on a regular basis by more than thirty (30) miles each way . The Company, the Bank and Executive agree that "Good Reason" shall not exist unless and until Executive provides the Company and the Bank with written notice of the acts alleged to constitute Good Reason within ninety (90) days of Executive's knowledge of the occurrence of such event, and the Bank and the Company fail to cure such acts within thirty (30) days of receipt of such notice, if curable. Executive must terminate Executive's employment within sixty (60) days following the expiration of such cure period for the termination to be on account of Good Reason. View More

Definitions. Capitalized terms not otherwise defined herein shall have the meanings given to them in the LOA. Section 2. Amendment to the LOA. Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the LOA shall be and hereby is amended as follows: (a) Effective as of March 15, 2020, Section 2.01(a)(ii) of the LOA is hereby amended by deleting it in its entirety and replacing it with the following: "Subject to Article VI, Lender will fund newly originated Loans for customers id...entified through the GreenSky® Program that meet the Underwriting Criteria and which meet any other requirements of this Origination Agreement up to a maximum of [*****] ($[*****]) Dollars in aggregate outstanding principal balances held on Lender's balance sheet (the "Commitment Amount"); it being acknowledged and agreed that the evaluation of the outstanding principal balances of Loans for the purposes of complying with the Commitment Amount shall be performed at each month-end beginning March 31, 2020. Lender and Servicer shall mutually agree in writing to any further increase in the Commitment Amount above [*****] ($[*****]) Dollars. [*****]." (b) Section 6.01 of the LOA is hereby deleted and the following is substituted in lieu thereof: "Term. This Origination Agreement shall commence as of the Effective Date and shall continue until December 31, 2020 and shall automatically be extended for additional one year periods thereafter, until either party provides ninety (90) calendar days written notice prior to the date this Origination Agreement would otherwise be automatically extended that this Origination Agreement shall no longer be so extended, unless sooner terminated (i) as provided herein or (ii) upon the termination of the Servicing Agreement, which shall result in the immediate termination of this Origination Agreement." Section 3. Representations of Servicer, GreenSky Servicing and Lender. Each of Servicer, GreenSky Servicing and Lender hereby represents and warrants to the parties hereto that as of the date hereof each of the representations and warranties contained in the LOA are true and correct as of the date hereof and after giving effect to this Amendment (except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such earlier date). Section 4. Conditions Precedent. The effectiveness of this Amendment is subject to the receipt by the parties hereto of a fully executed counterpart of this Amendment from each party. Section 5. Amendment. The parties hereto hereby agree that, except as otherwise provided herein, the provisions and effectiveness of this Amendment shall apply to the LOA as of the date hereof. Except as amended by this Amendment, the LOA remains unchanged and in full force and effect. This Amendment shall constitute a transaction document. Section 6. Counterparts. This Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The delivery of an executed counterpart hereof by facsimile or .pdf shall constitute delivery of an executed counterpart hereof. Section 7. Captions. The headings of the Sections of this Amendment are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions of this Amendment. Section 8. Successors and Assigns. The terms of this Amendment shall be binding upon, and shall inure to the benefit of the parties and their respective successors and permitted assigns.2 Section 9. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. View More

Definitions. THE GUARANTY 1 3. FURTHER ASSURANCES 4 4. PAYMENTS FREE AND CLEAR OF TAXES 4 5. OTHER TERMS 4 6. INDEMNITY; SUBROGATION AND SUBORDINATION 7 7. GOVERNING LAW 8 8. JURISDICTION; CONSENT TO SERVICE OF PROCESS 8 9. WAIVER OF JURY TRIAL 9 10. RIGHT OF SET-OFF 9 11. ADDITIONAL SUBSIDIARIES 10 12. AGENCY OF BORROWER FOR SUBSIDIARY GUARANTORS 10 This SUBSIDIARY GUARANTEE AGREEMENT, dated as of June 12, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this "Guaranty"), by... and among each Subsidiary listed on the signature page hereof and each other Subsidiary that becomes a party hereto after the date hereof (collectively, the "Subsidiary Guarantors") and WELLS FARGO BANK, N.A., as administrative agent (in such capacity, together with any successors and permitted assigns thereto, the "Administrative Agent") for the Secured Parties. WITNESSETH: WHEREAS, Cerence Inc., a Delaware corporation (together with its successors and assigns, the "Borrower"), the Lenders party thereto from time to time and Wells Fargo Bank, N.A., as Administrative Agent, have entered into that certain Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), providing for the extension of credit to the Borrower; WHEREAS, it is a condition to the extension of credit to the Borrower under the Credit Agreement that each Subsidiary Guarantor shall have executed and delivered this Guaranty to guarantee the Obligations; and WHEREAS, each Subsidiary Guarantor will obtain benefits from the extension of credit to the Borrower, and accordingly desires to execute this Guaranty in order to satisfy the conditions described in the preceding paragraph and to induce the Lenders to extend credit to the Borrower. Accordingly, the parties hereto agree as follows: 1. DEFINITIONS Capitalized terms used herein shall have the meanings assigned to them in the Credit Agreement unless otherwise defined herein. References to this "Guaranty" shall mean this Guaranty, including all amendments, modifications and supplements and any annexes, exhibits and schedules to any of the foregoing, and shall refer to this Guaranty as the same may be in effect at the time such reference becomes operative. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Guaranty. View More

Definitions. (a) "Bank" means Eastern Bank and shall include its subsidiaries, affiliates and successors. (b) "Base Compensation" means Executive's annual rate of fixed salary as in effect immediately prior to termination of employment (without reduction for salary reduction contributions to any qualified or non-qualified employee benefit plan or fringe benefit plan) plus Executive's Incentive Award. (c) "Cause" for termination of Executive's employment by the Bank means: (1) any act of gross misconduct or g...ross negligence by Executive which results in material harm to the Bank, whether monetarily or otherwise; (2) any act of dishonesty, disloyalty or fraud by Executive which results in material harm to the Bank, whether monetarily or otherwise; (3) Executive's conviction of, or plea of nolo contendere to, any felony or any crime involving moral turpitude; or (4) Executive's failure to perform a substantial portion of the duties of Executive's position adequately for a period of more than thirty (30) days after written notice from the Bank describing such failure. (d) "Code" means the Internal Revenue Code, as from time to time amended, and includes references to successor provisions thereof. (e) "Confidential Information," for purposes of this Agreement, includes without limitation, financial information, business plans, prospects, customer lists, and opportunities (such as lending relationships, financial product developments, or possible acquisition or dispositions of businesses or facilities) which have been discussed or considered by the management of the Bank or any of its affiliates, but does not include any information which has become part of the public domain by means other than Executive's nonobservance of Executive's obligations under this Agreement. (f) "Disability" means that Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Bank. (g) "Incentive Award" means Executive's annual target award under the Bank's Management Incentive Plan or any plan the Bank shall adopt as a successor to that program (the "MIP") for the year in which Executive's employment is terminated or, if higher, the average of Executive's annual incentive awards under the MIP for the two years prior to the year in which Executive's employment is terminated. (h) The use of gendered pronouns in this Agreement is for convenience of reference only. Where the context requires, "he" shall be interpreted as "he or she" and "his" shall be interpreted as "his or her." 3. Termination for Cause. If the Bank terminates Executive's employment for Cause, the Bank will pay to Executive within sixty (60) days: (a) all earned but unpaid salary; (b) all accrued but unused vacation pay; (c) vested and accrued bonuses or other incentive compensation as determined by the documents governing any bonus or incentive compensation plans in which Executive participates during his employment with the Bank; and (d) reimbursements for reasonable, necessary, and properly documented expenses incurred by Executive on behalf of the Bank during Executive's employment. Executive shall be entitled to no other benefits under this Agreement in the event of a termination for Cause. View More

Definitions. As used in this Warrant, the following terms have the respective meanings set forth below: "Aggregate Exercise Price" means $1,820,107.50. "Business Day" means any day other than (a) a Saturday or Sunday or (b) any day on which either the Federal Reserve Bank of New York or the Federal Reserve Bank of San Francisco is closed. "Exercise Period" has the meaning set forth in Section 2. "Original Issue Date" means the Original Issue Date set forth above. "Person" means any individual, sole proprieto...rship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof. This "Warrant" means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant. View More

Definitions. Whenever used in this Agreement, the following terms will have the following meanings: 1.1 "Confidential Information" means any confidential or proprietary information, knowledge, intellectual property including but not limited to trade secrets and unpublished patent applications, pre-clinical and clinical information or data, technical and/or non-technical material or property, relating to RNA pharmaceutical products and technologies, including but not limited to double-stranded RNA compounds a...nd in particular the double-stranded RNA compound trademarked Ampligen® provided under this Agreement. A party disclosing Confidential Information shall be a "disclosing party" and a party receiving same shall be a "receiving party." The Confidential Information disclosed or provided by the disclosing party under this Agreement is additionally governed by the Mutual Confidentiality Agreement between the Parties, dated as of April 21, 2020 ("Confidentiality Agreement") which is incorporated by reference herein. 1.2 "Material Events" means events, as AIM is a public company therefore, any agreements in AIM' s judgement, that are required to be publicly disclosed under Federal and state securities laws, rules and regulations, including events that AIM has customarily disclosed in the past, including this agreement, will be considered material and as such reports will be filed in AlMs 8K, 10K and 10Qs that address AIM's contractual relationships. For clarity, it is agreed by the Parties that such reports shall not contain the detailed description of the Research Project including contents of Exhibit A. View More

Definitions. For purposes of this Agreement (a) products or services will be considered competitive with those provided by the Company if the products or services are non-alcoholic beverages, beverage enhancers and related services of the type conducted, authorized, offered or provided by the Company within two years prior to the termination of my employment, (b) the "Territory" will be defined as the geography described on Attachment A to this Agreement, (c) the "Business" of the Company will be the develop...ment, production, marketing, sale and distribution of non-alcoholic beverages, beverage enhancers and related services or similar activities conducted, authorized, offered or provided by the Company within two years before the termination of my employment, (d) the "Prohibited Activities" mean the involvement in, development of, or oversight of marketing, innovation, financial, manufacturing, technical or commercial leadership strategies, activities or business plans, (e) "Customer" means anyone who is or was a customer of the Company during my employment with the Company, or is a prospective customer of the Company to whom the Company has made a presentation (or similar offering of services) within the one-year period immediately preceding the termination of my employment with the Company. View More

Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. For purposes of Section 1(a) and for the avoidance of doubt, the phrase "to the knowledge of... the Company", to the extent such phrase is used to qualify the representations and warranties of the Company that relate to the Managers, refers to the knowledge of the Company or its employees or agents (not including the Managers) gained in the ordinary course of the Company's business and through the Company's correspondence and communications made in the ordinary course of business. 37 "Subsidiary" means each direct and indirect consolidated subsidiary of the Company, including, without limitation, the Partnership "U.S." or "United States" shall mean the United States of America (including the states thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Partnership in accordance with its terms. View More

Definitions. The following terms have the meaning set forth below wherever they are used in this letter agreement: "Cause" means (a) your unauthorized use or disclosure of the Company's confidential information or trade secrets, which use or disclosure causes material harm to the Company, (b) your material breach of any agreement between you and the Company, (c) your material failure to comply with the Company's written policies or rules, (d) your conviction of, or your plea of "guilty" or "no contest" to, a... felony under the laws of the United States or any state, (e) your gross negligence or willful misconduct, (f) your continuing failure to perform assigned duties after receiving written notification of the failure from the Board or (g) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation. "Permanent Disability" means that you are unable to perform the essential functions of your position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment. "Separation" means a "separation from service," as defined in the regulations under Section 409A of the Internal Revenue Code of 1986, as amended. View More

Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning given in the Existing Loan Agreement. In addition, the following terms are added to Article I of the Existing Loan Agreement or amended to read as follows: "Revolver Commitment Amount" shall be the maximum outstanding principal amount plus Letter of Credit Exposure the Bank agrees from time to time to make available under the Revolver Commitment Amount (initially stipulated to be equal to $8,700,000.00), subject to th...e Collateral Borrowing Base calculations and the QCR. View More