Assignor[s]. [The][Each] Assignor # represents and warrants that # it is the legal and beneficial owner of [the][the relevant] Assigned Interest, # [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and # it is not a Defaulting ; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Term Loan Agreement or any other Loan Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of the , any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or # the performance or observance by the , any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
[Assignor [is] [is not] a Defaulting Lender]
Assignor. KeyBank # represents and warrants that # it is the legal and beneficial owner of the relevant Assigned Interest, # such Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, # it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby, and # it is not a Defaulting Lender; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or # the performance or observance by the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
S. BANK NATIONAL ASSOCIATION, as Agent and Buyer By: /s/ Name:
S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by [Section 1471(b)(3)(C)(i)] of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this [Section 2.17(f)(a)(ii)], the term “FATCA” shall include any amendments made to FATCA after the Effective Date.
S. federal withholding Tax. The Administrative Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification.
S.C. §§ 621 et seq. (“ADEA”), the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the Genetic Information Nondiscrimination Act (“GINA”), the Equal Pay Act, the Fair Credit Reporting Act, the Immigration Reform Control Act, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Worker Adjustment and Retraining Notification Act (“WARN Act”), the Lilly Ledbetter Fair Pay Act of 2009, any state or federal consumer protection and/or trade practices act, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, the Illinois Equal Wage Act, the Illinois Equal Pay Act of 2003, the Illinois Minimum Wage Law, the Illinois Worker Adjustment and Retraining Notification Act (“Illinois WARN Act”), the anti-retaliation provisions of the Illinois Workers Compensation Act, and the Illinois Whistleblower Act and any other whistleblower statute.
S. Transaction. You are not permitted to make any public advertising or announcements regarding the RSUs or Common Stock in Russia, or promote these shares to other Russian legal entities or individuals, and you are not permitted to sell or otherwise dispose of Common Stock directly to other Russian legal entities or individuals. You are permitted to sell shares of Common Stock only on the New York Stock Exchange and only through a U.S. broker.
S.C. [Section 499a] et. seq., as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.
S. Department of Justice) for the purpose of reporting or investigating a suspected violation of law, or from providing such information to Executive’s attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding. Pursuant to 18 USC Section 1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or # in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
S.C. §§ 9601 et seq., the Endangered Species Act, 16 U.S.C. §§ 1531 et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Clean Water Act, 33 U.S.C. §§ 1251 et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., the Emergency Planning and Community Right to Know Act, 42
S.C. §§ 11001 et seq., each as amended, and their foreign, state or local counterparts or equivalents.
S. Government Securities Business Days prior to # if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or # if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and # the Floor. If by (New York City time) on the second (2nd)
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