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. effectively connected income, an executed copy of IRS Form W-8ECI;
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. BANK NATIONAL ASSOCIATION, as Agent and Buyer By: /s/ Name:
S. jurisdiction); # with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and # with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
S. Department of State, or # the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.
S. Bank National Association consents to the amendments set forth in this Amendment and is not increasing its Revolving Credit Commitment, which shall remain unchanged after giving effect to this Amendment
S. BANK NATIONAL ASSOCIATION (as successor in interest to MERIDIAN TRUST COMPANY), not in its individual capacity but solely as Corporate Owner Trustee
S. Securities and Exchange Commission Awards, or # making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts you from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. You do not need the prior authorization of the Company to make any such reports or disclosures and you will not be required to notify the Company that such reports or disclosures have been made.
S. Government Securities Business Day immediately following any Daily SOFR Determination Day, SOFR in respect of such Daily SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such Daily SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided, further, that SOFR as determined pursuant to this proviso shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three consecutive Daily SOFR Rate Days. Notwithstanding anything to the contrary, if Daily Simple SOFR as so determined shall ever be less than the Floor, then Daily Simple SOFR shall be deemed to be the Floor.
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