Severability of Covenants/Blue Pencilling. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. Executive hereby waives any and all right to attack the validity of the Restrictive Covenants on the grounds of the breadth of their geographic scope or the length of their term.

Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

Form D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of the closing of the transactions contemplated by this Agreement.

doctrine. A notice of Administrative Agent to any Unintended Recipient under this [Section 30(d)(i)] shall be conclusive, absent manifest error.

2 Blue Hill Plaza 3rd Fl. Phone: ​ E-mail: ​

“Reinsurer” means Blue Capital Re Ltd., an exempted Bermuda reinsurance company.

The Company offers a comprehensive package of employee benefits. You will be entitled to participate in these benefit plans upon satisfying plan eligibility requirements (> 20hrs week). At the present time this package includes Kaiser HMO and three Anthem Blue Cross medical plans to choose from: (Anthem Blue Cross HMO, PPO and H.SA. (Health Savings Account) plans), Metlife Dental, Blue View vision, and Sun Life life insurance (of 1x annual earnings) in addition to an employee and employer contributing Fidelity [[Unknown Identifier]] plan.

SEC and blue sky registration fees incurred separately by a particular Class;

“Payor” means any third party liable for payment for health care items or services provided or performed by the Borrower or any Restricted Subsidiary, including all Medical Reimbursement Programs, private insurance companies, Blue Cross/Blue Shield, health maintenance organizations, preferred provider organizations, managed care systems and alternative delivery systems.

area covered thereby, the court making such determination will have the power to reduce the duration and/or geographic area of such provision, and/or to delete specific words and phrases (“blue-penciling”), and in its reduced or blue-penciled form such provision will then be enforceable and will be enforced.