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HIG_2020-10-29_000070_ex992ifs9302020.txt | payment_terms | The Company includes in the Corporate category reserves for run-off structured settlement and terminal funding agreement liabilities, restructuring costs, capital raising activities (including equity financing, debt financing and related interest expense), transaction expenses incurred in connection with an acquisition, purchase accounting adjustments related to goodwill, and other expenses not allocated to the reporting segments. Corporate also includes investment management fees and expenses related to managing third party business, including management of the invested assets of Talcott Resolution Life, Inc. and its subsidiaries ("Talcott Resolution"). Talcott Resolution is the holding company of the life and annuity business that we sold in May 2018. In addition, Corporate includes a 9.7% ownership interest in the legal entity that acquired the life and annuity business sold. | 9,649 | HIG | 2020-10-29T00:00:00 | 000070 | ex-99 |
MCD_2021-07-28_000028_exhibit992-6302021.txt | dispute_resolution | The following tables present Systemwide sales growth rates and franchised sales. Systemwide sales include sales at all restaurants, whether operated by the Company or by franchisees. While franchised sales are not recorded as revenues by the Company, management believes the information is important in understanding the Company's financial performance because these sales are the basis on which the Company calculates and records franchised revenues and are indicative of the financial health of the franchisee base. Changes in Systemwide sales are primarily driven by comparable sales and net restaurant unit expansion. | 544 | MCD | 2021-07-28T00:00:00 | 000028 | ex-99 |
SO_2021-11-04_000094_ex9901-pressreleaseq32021.txt | dispute_resolution | Third-quarter 2021 operating revenues were $6.2 billion, compared with $5.6 billion for the third quarter of 2020, an increase of 11.0 percent. For the nine months ended September 30, 2021, operating revenues were $17.3 billion, compared with $15.3 billion for the corresponding period in 2020, an increase of 13.7 percent. These increases | 136 | SO | 2021-11-04T00:00:00 | 000094 | ex-99 |
GM_2020-04-17_000060_exhibit101.txt | payment_terms | All payments (including prepayments) to be made by the Company or any Subsidiary Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 3:00 P.M., New York time, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, except as otherwise provided with respect to the payment of interest at the expiration of an Interest Period for a Eurocurrency Loan as provided in the proviso to the definition of Interest Period. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. | 1,830 | GM | 2020-04-17T00:00:00 | 000060 | ex-10 |
EMR_2016-11-16_000105_exhibit10w.txt | warranty | . Assuming the truth and accuracy of the representations and warranties set forth in Article 3, after giving effect to the transactions contemplated by this Agreement (including the funding of the full amount of the Financing ), Holdings, Parent, ASCO GP LLC, Buyer, the Transferred Subsidiaries and the Business, taken as a whole, will be Solvent. For purposes of this Agreement, “ | 2,562 | EMR | 2016-11-16T00:00:00 | 000105 | ex-10 |
CCL_2020-07-10_000059_ex106q22020.txt | assignment | ”), shall in each case be accompanied by a fee payable to the Initial Lenders in an amount equal to the Applicable Premium and (y) Prepayment Events effected after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date shall in each case be accompanied by a fee payable to the Initial Lenders in an amount equal to 2.00% of the principal amount of the applicable Loans subject to such prepayment or affected by such amendment or assignment. Such fee shall be paid by the Company to the Administrative Agent, for the account of the applicable Initial Lenders on the date of such prepayment. | 2,664 | CCL | 2020-07-10T00:00:00 | 000059 | ex-10 |
LRCX_2016-05-13_000021_exhibit101.txt | duration | For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to | 2,346 | LRCX | 2016-05-13T00:00:00 | 000021 | ex-10 |
JBHT_2021-10-15_023713_ex_290996.txt | dispute_resolution | JBT revenue increased 87% from the same period in 2020. Revenue excluding fuel surcharge revenue increased 85%, primarily from a 65% increase in revenue per load excluding fuel surcharge revenue and a 12% increase in load count compared to a year ago. The increase in revenue per load excluding fuel surcharge revenue was driven by a 36% increase in revenue per loaded mile excluding fuel surcharge revenue and a 20% increase in average length of haul. Load count growth and the length of haul increase were primarily related to the continued expansion of J.B. Hunt 360box® which leverages the J.B. Hunt 360 platform to access drop-trailer capacity for customers across our transportation network. Comparable contractual customer rates were up approximately 29% compared to the same period 2020. The current period ended with 9,906 trailers and 1,965 tractors, compared to 8,245 and 1,713 respectively for the prior year period. | 511 | JBHT | 2021-10-15T00:00:00 | 023713 | ex-99 |
ADSK_2022-04-28_000051_exhibit101amendedandrestat.txt | termination | This Plan is intended to meet the requirements of the “short-term deferral” exception, the “separation pay” exception and other exceptions under Section 409A of the Code and the regulations promulgated thereunder. Notwithstanding anything herein to the contrary, any amount payable upon a Participant’s termination of employment that is deemed deferred compensation subject to Section 409A of the Code shall not be payable upon the Participant’s termination of employment pursuant to the Plan unless such termination of employment constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”). Each payment and benefit payable under this Plan is intended to constitute a separate payment for purposes of Section 409A of the Code. | 198 | ADSK | 2022-04-28T00:00:00 | 000051 | ex-10 |
HD_2023-02-28_000051_exhibit101execofficersannu.txt | duration | Accordingly, you agree that these and other facts and circumstances associated with your position justify the scope and duration of the restrictions in Sections D.7.(a) and D.7.(b). You further agree that, with respect to the 36-month Non-Solicitation Period in Section D.7.(b), the above facts and circumstances are sufficient to overcome any presumption of unreasonableness under the Georgia Restrictive Covenant Act, O.C.G.A. § 13-8-50 et seq., for restrictions lasting longer than 24 months. | 338 | HD | 2023-02-28T00:00:00 | 000051 | ex-10 |
DOCU_2022-09-22_000168_exhibit101ceoofferletter.txt | payment_terms | ” means a date no more than thirty (30) days following the date on which Executive provides notice and reasonable documentation of his completion of one or both of the Acquisitions to the Compensation Committee. The vesting commencement date of the Investment RSUs will be the 10th day of the calendar month occurring concurrently with or after the applicable IRSU Grant Date (the “ | 158 | DOCU | 2022-09-22T00:00:00 | 000168 | ex-10 |
UPS_2019-10-22_000057_exhibit101-transitiona.txt | indemnification | . The Released Claims do not release or impair (a) the Company’s promises and obligations under the Transition Agreement; (b) any rights under any grants of stock options, restricted stock, or other forms of equity that may have been provided to Executive during his employment (such grants to be governed by the applicable incentive plan and grant agreement(s) and the Transition Agreement); (c) any rights under applicable workers compensation laws; (d) any vested rights under a qualified retirement plan; (e) any other claims that cannot lawfully be released; (f) his ability to respond truthfully to a valid subpoena issued by, file a charge with, or participate in any investigation conducted by, a governmental agency; (g) any claims arising after the date of his execution of this Release; (h) any rights to insurance benefits under any Directors & Officers liability insurance policy maintained by the Company; or (i) any right that the Executive may have to indemnification or insurance coverage under the Transition Agreement, the Company’s organizational documents, or any directors and officers insurance policy. | 451 | UPS | 2019-10-22T00:00:00 | 000057 | ex-10 |
WBD_2024-05-09_000107_exhibit99-1wbd1q24earnin.txt | dispute_resolution | Networks Segment: Reconciliation of AT&T SportsNet Business Exit 11 NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Networks Segment Revenues 2024 2023 % Change $ in millions Actual Actual Actual Ex-FX(*) Distribution revenues $ 2,797 $ 2,995 (7) % (6) % AT&T SportsNet distribution revenues — 77 NM NM Distribution revenues excluding AT&T SportsNet(*) $ 2,797 $ 2,918 (4) % (3) % Three Months Ended March 31, 2024 2023 % Change $ in millions Actual Actual Actual Ex-FX(*) Cost of revenues $ 2,372 $ 2,594 (9) % (8) % AT&T SportsNet cost of revenues — 82 NM NM Cost of revenues excluding AT&T SportsNet(*) $ 2,372 $ 2,512 (6) % (5) % Three Months Ended March 31, Networks Segment Operating Expenses 2024 2023 % Change $ in millions Actual Actual Actual Ex-FX(*) Total operating expenses $ 3,006 $ 3,288 (9) % (8) % AT&T SportsNet operating expenses 1 86 NM NM Total operating expenses excluding AT&T SportsNet(*) $ 3,005 $ 3,202 (6) % (5) % Three Months Ended March 31, 2024 2023 % Change $ in millions Actual Actual Actual Ex-FX(*) Total revenues $ 5,125 $ 5,581 (8) % (8) % AT&T SportsNet revenues — 93 NM NM Total revenues excluding AT&T SportsNet(*) $ 5,125 $ 5,488 (7) % (6) % Three Months Ended March 31, Q1 2024 Earnings Press Release | May 9, 2024 | 185 | WBD | 2024-05-09T00:00:00 | 000107 | ex-99 |
ADBE_2018-10-19_000172_exhibit101revolvingcredita.txt | dispute_resolution | ”), and the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents. | 2,539 | ADBE | 2018-10-19T00:00:00 | 000172 | ex-10 |
OXY_2024-02-05_000113_ex10-1.txt | termination | termination of this Agreement or, if earlier, the termination of the Revolving Credit Commitment of such Bank or the replacement of such Bank or Issuing Bank. This Section 10.07 shall not apply with respect to Taxes (other than Taxes that represent | 11,030 | OXY | 2024-02-05T00:00:00 | 000113 | ex-10 |
LUV_2022-10-31_000060_exhibit101fourthamendmentt.txt | termination | ) no Interest Period may be selected that ends later than the Termination Date. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. | 1,476 | LUV | 2022-10-31T00:00:00 | 000060 | ex-10 |
FIS_2020-02-20_000032_ex1044fnfsrsuoga2019.txt | dispute_resolution | This Agreement and the Notice of Restricted Stock Unit Grant shall be governed by, and construed in accordance with, the laws of Florida, without regard to any conflicts of law or choice of law rule or principle that might otherwise cause the Plan, this Agreement or the Notice of Restricted Stock Grant to be governed by or construed in accordance with the substantive law of another jurisdiction. | 140 | FIS | 2020-02-20T00:00:00 | 000032 | ex-10 |
RCL_2016-06-28_000171_exh102form8k20160622.txt | duration | ) of Article VI of the Novated Credit Agreement are true and correct as if made on (a) the date of this Agreement and (b) the Initial Effective Date with reference to the facts and circumstances existing on such day (and as if references therein | 3,903 | RCL | 2016-06-28T00:00:00 | 000171 | ex-10 |
ALL_2018-05-01_000017_exhibit103optionawardagree.txt | termination | (E) If the Participant's Termination of Employment is for any other reason, any portion of the Option that is not vested shall be forfeited, and the Option, to the extent it is vested on the date of Termination of Employment, may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of the Expiration Date and three months after the date of such Termination of Employment. | 75 | ALL | 2018-05-01T00:00:00 | 000017 | ex-10 |
EXC_2018-02-09_001324_exc-20171231x10kxexh1094.txt | payment_terms | ). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this | 3,159 | EXC | 2018-02-09T00:00:00 | 001324 | ex-10 |
LUV_2022-10-31_000060_exhibit101fourthamendmentt.txt | payment_terms | ”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Bank shall promptly notify the Paying Agent of such occurrence and, upon demand from the Paying Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Paying Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Bank to the date such amount is repaid to the Paying Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Paying Agent in accordance with banking industry rules on interbank compensation from time to time in effect. | 3,476 | LUV | 2022-10-31T00:00:00 | 000060 | ex-10 |
HLT_2023-01-05_000021_exhibit101-conformedcredit.txt | indemnification | that the following and activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Documents, the Opco Senior Notes Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower, guaranteeing the obligations of the Borrower and guaranteeing the obligations of any Securitization Subsidiary in an amount not to exceed $450,000,000, (vi) participating in tax, accounting and other administrative matters as owner of the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.14, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of | 4,405 | HLT | 2023-01-05T00:00:00 | 000021 | ex-10 |
AEP_2023-02-23_000011_ex10l1aep20224q.txt | termination | Participants shall be considered to have vested in a fractional portion of the Participant’s RSUs (and related Dividend Equivalent RSUs) provided that the Participant’s termination may not otherwise lead to the vesting of the same RSUs under the terms of the applicable Restricted Stock Unit Award Agreement issued to the Participant under the LTIP. Capitalized terms related to RSU awards in this Section 4.1(b) and in Section 5.1(b, d) are defined in the applicable Restricted Stock Unit Award Agreement. The portion of Participant’s Granted RSUs (and related Dividend Equivalent RSUs) that vest under this provision is determined as follows: | 164 | AEP | 2023-02-23T00:00:00 | 000011 | ex-10 |
KLAC_2023-07-27_000027_exhibit991earningsrelease7.txt | indemnification | Statements in this press release other than historical facts, such as statements pertaining to total revenues, GAAP and non-GAAP gross margin and GAAP and non-GAAP diluted EPS for the quarter ending September 30, 2023, are forward-looking statements and subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors, including, but not limited to: economic, political and social conditions in the countries in which we, our customers and our suppliers operate, including rising inflation and interest rates, Russia’s invasion of Ukraine and global trade policies; disruption to our manufacturing facilities or other operations, or the operations of our customers, due to natural catastrophic events, health epidemics or terrorism; ongoing changes in the technology industry, and the semiconductor industry in particular, including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns; our ability to timely develop new technologies and products that successfully anticipate or address changes in the semiconductor industry; our ability to maintain our technology advantage and protect our proprietary rights; our ability to compete with new products introduced by our competitors; our ability to attract, onboard and retain key personnel; cybersecurity threats, cyber incidents affecting our and our customers, suppliers and other service providers’ systems and networks and our and their ability to access critical information systems for daily business operations; liability to our customers under indemnification provisions if our products fail to operate properly or contain defects or our customers are sued by third parties due to our products; exposure to a highly concentrated customer base; availability and cost of the wide range of materials used in the production of our products; our ability to operate our business in accordance with our business plan; legal, regulatory and tax environments in which we perform our operations and conduct our business and our ability to comply with relevant laws and regulations; increasing attention to environmental, social and governance matters and the resulting costs, risks and impact on our business; our ability to pay interest and repay the principal of our current indebtedness is dependent upon our ability to manage our business operations, our credit rating and the ongoing interest rate environment, among other factors; our ability or the ability of our customers to obtain licenses for the sale of certain products or provision of certain services to customers in China, pursuant to regulations recently issued by the Bureau of Industry and Security of the U.S. Department of Commerce, which could impact our business, financial condition and results of operations; instability in the global credit and financial markets; our exposure to currency exchange rate fluctuations or declining economic conditions in those countries where we conduct our business; changes in our effective tax rate resulting from changes in the tax rates imposed by jurisdictions where our profits are determined to be earned and taxed, expiration of tax holidays in certain jurisdictions, resolution of issues arising from tax audits with various authorities or changes in tax laws or the interpretation of such tax laws; our ability to identify suitable acquisition targets and successfully integrate and manage acquired businesses; and unexpected delays, difficulties and expenses in executing against our environmental, climate, inclusion and diversity or other Environmental, Social and Governance targets, goals and commitments. For other factors that may cause actual results to differ materially from those projected and anticipated in forward-looking statements in this press release, please refer to KLA’s Annual Report on Form 10-K for the year ended June 30, 2022, and other subsequent filings with the Securities and Exchange Commission (including, but not limited to, the risk factors described therein). KLA assumes no obligation to, and does not currently intend to, update these forward-looking statements. | 94 | KLAC | 2023-07-27T00:00:00 | 000027 | ex-99 |
FIS_2021-05-06_000094_ex104psugrantagreement-202.txt | dispute_resolution | The term “Annual Margin Expansion” means the year over year increase for each Measurement Period in the percentage of Adjusted EBITDA divided by GAAP Revenue, both as reported in the Company’s Annual Report on Form 10-K. Adjusted EBITDA is defined as net earnings (loss) before net interest expense, net other income (expense), income tax provision (benefit), equity method investment earnings (loss), and depreciation and amortization, and excludes certain costs and other transactions that management deems non-operational in nature. For purposes of this calculation, Annual Margin Expansion excludes the impact of the non-strategic businesses in our Corporate and Other segment. | 295 | FIS | 2021-05-06T00:00:00 | 000094 | ex-10 |
PYPL_2023-11-02_000156_exhibit102amendedandrestat.txt | assignment | neither the Purchaser nor the Security Agent is permitted to give any notice of the assignment of, or of its interest in, any Receivable or any Related Rights whether to the Borrower of that Receivable or to any other person prior to the occurrence of a Notification Event; and | 809 | PYPL | 2023-11-02T00:00:00 | 000156 | ex-10 |
CMA_2017-06-22_000085_exhibit991june222017dfastd.txt | dispute_resolution | Any statements in this document that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “contemplates,” “feels,” “expects,” “estimates,” “seeks,” “strives,” “plans,” “intends,” “outlook,” “forecast,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “opportunity,” “initiative,” “outcome,” “continue,” “remain,” “maintain,” “on course,” “trend,” “objective,” “looks forward,” “projects,” “models” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to Comerica or its management, are intended to identify forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of Comerica's management based on information known to Comerica's management as of the date of this document and do not purport to speak as of any other date. Forward-looking statements may include descriptions of plans and objectives of Comerica's management for future or past operations, products or services, including the Growth in Efficiency and Revenue initiative (“GEAR Up”), and forecasts of Comerica's revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries as well as estimates of the economic benefits of the GEAR Up initiative, estimates of credit trends and global stability. Such statements reflect the view of Comerica's management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, Comerica's actual results could differ materially from those discussed. Factors that could cause or contribute to such differences are changes in general economic, political or industry conditions; changes in monetary and fiscal policies, including changes in interest rates; whether Comerica may achieve opportunities for revenue enhancements and efficiency improvements under the GEAR Up initiative, or changes in the scope or assumptions underlying the GEAR Up initiative; Comerica's ability to maintain adequate sources of funding and liquidity; the effects of more stringent capital or liquidity requirements; declines or other changes in the businesses or industries of Comerica's customers, | 321 | CMA | 2017-06-22T00:00:00 | 000085 | ex-99 |
EXC_2018-02-09_001324_exc-20171231x10kxexh1094.txt | assignment | thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, (vi) attached to this Affiliated Lender Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by | 4,070 | EXC | 2018-02-09T00:00:00 | 001324 | ex-10 |
CRM_2023-06-01_000023_ex103-creditagreementamend.txt | termination | , any Lender that (a) has failed to (i) perform any of its funding obligations hereunder, including in respect of its Loans, within three (3) Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing) or (ii) pay to the Administrative Agent, any Issuing Lender, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within three (3) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Lender or any Swingline Lender in writing that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder, or generally under other agreements in which it commits to extend credit, unless such notification or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower to confirm in a manner satisfactory to the Administrative Agent or the Borrower, as applicable, that it will comply with its funding obligations, which request was made because of a reasonable concern by the Administrative Agent or the Borrower that such Lender may not be able to comply with its funding obligations hereunder; | 1,568 | CRM | 2023-06-01T00:00:00 | 000023 | ex-10 |
EXC_2020-05-08_000108_exc-20200331x10q.txt | dispute_resolution | Authoritative guidance requires that derivative instruments be recognized as either assets or liabilities at fair value, with changes in fair value of the derivative recognized in earnings immediately. Other accounting treatments are available through special election and designation, provided they meet specific, restrictive criteria both at the time of designation and on an ongoing basis. These alternative permissible accounting treatments include NPNS, cash flow hedges and fair value hedges. All derivative economic hedges related to commodities, referred to as economic hedges, are recorded at fair value through earnings at Generation and are offset by a corresponding regulatory asset or liability at ComEd. For all NPNS derivative instruments, accounts receivable or accounts payable are recorded when derivative settles and revenue or expense is recognized in earnings as the underlying physical commodity is sold or consumed. | 84,095 | EXC | 2020-05-08T00:00:00 | 000108 | ex-10 |
MU_2021-04-01_000032_exhibit1015-deferredcompen.txt | termination | Participants in the latest of (a) the calendar year in which the termination and liquidation occurs, (b) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (c) the first calendar year in which payment is administratively practicable. | 304 | MU | 2021-04-01T00:00:00 | 000032 | ex-10 |
NOW_2024-10-23_000342_ex101employmentagreement.txt | termination | . Subject to the terms of this Agreement, this Agreement will remain in effect for a period commencing on the Start Date and continuing until termination of your employment as set forth herein (the “ | 46 | NOW | 2024-10-23T00:00:00 | 000342 | ex-10 |
GM_2018-02-06_000022_ex1025-2017stip.txt | payment_terms | (i) Nothing contained in the Plan shall prevent the Committee or the Company from adopting other non-stockholder approved plans, policies and arrangements for granting incentives and other compensation to employees of the Company and its Subsidiaries or adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. | 208 | GM | 2018-02-06T00:00:00 | 000022 | ex-10 |
ABNB_2024-11-07_000032_exh101eleventhamendment-ex.txt | duration | in any manner whatsoever in conjunction with this Eleventh Amendment, and Tenant hereby agrees to accept the Existing Premises on the Extension Date in its “AS-IS” condition, subject to Landlord’s maintenance obligations under the Lease. Landlord plans to perform certain repairs to the roof and skylight(s) of the 850 Building, as described in the capital expenditure plan for fiscal year 2025 provided to Tenant prior to the Eleventh Amendment Effective Date (collectively, “ | 269 | ABNB | 2024-11-07T00:00:00 | 000032 | ex-10 |
DG_2018-04-11_002903_ex-99.txt | confidentiality | Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company and, if applicable, the Subsidiary of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company and, if applicable, the Subsidiary, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. | 1,297 | DG | 2018-04-11T00:00:00 | 002903 | ex-99 |
LCID_2021-11-15_023384_exhibit101lucid-repurchase.txt | liability | ”) and (iii) the tax liability in respect of the capital gains realized in connection with the sale of the Shares to the Company pursuant to this Agreement (as defined on | 47 | LCID | 2021-11-15T00:00:00 | 023384 | ex-10 |
ZM_2022-11-23_000213_exhibit102_zoomamendedandr.txt | payment_terms | The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director with respect to any calendar year, including Awards granted and cash fees paid by the Company to such Non-Employee Director, will not exceed $750,000 in total value, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. | 155 | ZM | 2022-11-23T00:00:00 | 000213 | ex-10 |
BYD_2019-03-01_000009_exhibit991governmentalgami.txt | termination | The initial Riverboat Owner’s License ran for a period of five years. Thereafter, the license is subject to renewal on an annual basis upon a determination by the Indiana Gaming Commission that it continues to be eligible to hold a Riverboat Owner’s License pursuant to the Indiana Act and rules promulgated thereunder. After the expiration of the initial license, the Riverboat Owner’s License must be renewed annually with each Riverboat Licensee undergoing a complete reinvestigation every three years. The Indiana Gaming Commission reserves the right to investigate Riverboat Licensees at any time it deems necessary. The initial license was issued to Blue Chip Casino, Inc., the predecessor to Blue Chip Casino, LLC, in August of 1997. Blue Chip underwent a reinvestigation in 2018 and its license was renewed. The license is valid for a period of one year and must be renewed annually. Blue Chip's license was renewed and reinvestigated in 2018 as a part of the investigation conducted relating to the acquisition of | 553 | BYD | 2019-03-01T00:00:00 | 000009 | ex-99 |
HON_2020-07-24_000038_exhibit10706302020.txt | dispute_resolution | . Payor will furnish to Payee prompt written notice of any change (i) in the legal name of any Payor Group Loan Party, as set forth in such Payor Group Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Payor Group Loan Party, (iii) in the form of organization of any Payor Group Loan Party or (iv) in any Payor Group Loan Party’s organizational identification number, if any. | 285 | HON | 2020-07-24T00:00:00 | 000038 | ex-10 |
LMT_2020-02-07_000016_ex108q42019.txt | payment_terms | . At the time a Participant completes a Deferral Agreement, he or she shall elect the form of payment of his or her Deferred Compensation for the specified Award Year from among the following options: | 280 | LMT | 2020-02-07T00:00:00 | 000016 | ex-10 |
F_2022-06-23_000038_exhibit102tojune232022repo.txt | payment_terms | ”: collectively, the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Company (including, without limitation, interest accruing at the then applicable rate provided in this Agreement after the maturity of the Loans and Post-Petition Interest) to any Applicable Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Loan Documents, or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, fees, prepayment premiums, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or the Lenders that are required to be paid by the Company pursuant to the terms of any of the foregoing agreements). | 1,219 | F | 2022-06-23T00:00:00 | 000038 | ex-10 |
TJX_2020-08-11_000015_exhibit101364dayrevolv.txt | dispute_resolution | with respect to any Subsidiary organized in a jurisdiction other than the United States of America or a state thereof or the District of Columbia, other Liens and privileges arising mandatorily by any requirement of Law or Organization Documents; | 2,288 | TJX | 2020-08-11T00:00:00 | 000015 | ex-10 |
KLAC_2019-05-08_000018_exhibit101.txt | dispute_resolution | I acknowledge that the Company will not be reasonably or adequately compensated in damages if I breach my obligations under this Agreement. Therefore, and notwithstanding any arbitration agreements with the Company, if any, I acknowledge and agree that if there is a breach or threatened breach of any provisions of this Agreement that the Company or I shall be entitled to seek specific performance or an injunction without posting a bond restraining us from committing such breach. The parties’ right to an injunction shall not limit its right to any other remedies, including damages. | 969 | KLAC | 2019-05-08T00:00:00 | 000018 | ex-10 |
PYPL_2023-11-02_000156_exhibit102amendedandrestat.txt | indemnification | means all Receivables which the Purchaser has acquired in accordance with this Agreement from time to time and which have not been redeemed, transferred or repurchased or in respect of which no indemnification payment has been made in accordance with Clause 9 ( | 4,559 | PYPL | 2023-11-02T00:00:00 | 000156 | ex-10 |
SO_2022-10-27_000066_ex9901-pressreleaseq32022.txt | dispute_resolution | Third-quarter 2022 operating revenues were $8.4 billion, compared with $6.2 billion for the third quarter of 2021, an increase of 34.3 percent. For the nine months ended September 30, 2022, operating revenues were $22.2 billion, compared with $17.3 billion for the corresponding period in 2021, an increase of 28.2 percent. These increases | 140 | SO | 2022-10-27T00:00:00 | 000066 | ex-99 |
UPS_2019-10-22_000057_exhibit101-transitiona.txt | governing_law | . The Released Parties expressly deny that they have any liability to the Executive, and this Release is not to be construed as an admission of any such liability. This Release is to be construed under the laws of the State of Georgia. This Release constitutes the entire agreement between the Executive and the Company with respect to the issues addressed in this | 499 | UPS | 2019-10-22T00:00:00 | 000057 | ex-10 |
RCL_2020-05-21_000029_exhibit104.txt | termination | obtain from each Reference Bank timely information for the purpose of determining the EURO Rate in the event that no offered quotation appears on Thomson Reuters EURIBOR 01 Page (or any successor page) and the EURO Rate is to be determined by reference to quotations supplied by the Reference Banks and not by reference to the Historic Screen Rate. If any one or more of the Reference Banks shall fail to furnish in a timely manner such information to the Facility Agent for any such interest rate, the Facility Agent shall determine such interest rate on the basis of the information furnished by the remaining Reference Banks. If the Borrower elects to add an additional Reference Bank hereunder or a Reference Bank ceases for any reason to be able and willing to act as such, the Facility Agent shall, at the direction of the Required Lenders and after consultation with the Borrower and the Lenders, appoint a replacement for such Reference Bank reasonably acceptable to the Borrower, and such replaced Reference Bank shall cease to be a Reference Bank hereunder. The Facility Agent shall furnish to the Borrower and to the Lenders each determination of the EURO Rate made by reference to quotations of interest rates furnished by Reference Banks (it being understood that the Facility Agent shall not be required to disclose to any party hereto (other than the Borrower) any information regarding any Reference Bank or any rate quoted by a Reference Bank, including, without limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank). | 2,274 | RCL | 2020-05-21T00:00:00 | 000029 | ex-10 |
LOW_2020-03-24_000038_exhibit10103232020.txt | dispute_resolution | Pre-hearing discovery shall be available to all Parties and shall be governed by the Federal Rules of Civil Procedure. Such discovery may be used as evidence in the arbitration hearing to the same extent as if it were a court proceeding. All Parties shall make their agents and employees available upon reasonable notice at reasonable times and places for pre-hearing depositions without the necessity of subpoenas or other court orders. The arbitrators may issue orders to compel the attendance of, and production of documents by, an agent or employee of a Party. In addition, the arbitrators may issue subpoenas to compel the attendance of, or the production of documents by, third party witnesses at depositions or at the arbitration hearing. | 4,504 | LOW | 2020-03-24T00:00:00 | 000038 | ex-10 |
AEP_2021-10-28_000069_ex10aep20213q.txt | indemnification | ” shall mean any and all Actions arising under or pursuant to any Environmental Laws or Environmental Permits, or arising from the presence, Release, or threatened Release into the Environment of any Hazardous Materials, including any and all claims by any Governmental Entity or by any Person for enforcement, cleanup, remediation, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation, or injunctive relief pursuant to any Environmental Law. | 2,543 | AEP | 2021-10-28T00:00:00 | 000069 | ex-10 |
CCL_2014-10-03_000006_ex-101.txt | liability | (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. | 4,955 | CCL | 2014-10-03T00:00:00 | 000006 | ex-10 |
RIVN_2022-05-11_000029_ex-1012022q1.txt | assignment | that no such agreement shall amend or modify the provisions of Section 2.07 or any letter of credit application and any bilateral agreement between the Borrower Representative and any Issuing Bank pursuant to clause (e) of the definition of Issuing Bank Sublimit or the respective rights and obligations between any Borrower and the Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and the Issuing Bank, respectively. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, the Administrative Agent and the Loan Parties may amend the Security Documents (without the consent of any other Person) in order to (i) effectuate the release or subordination of the Fixed Assets upon the occurrence of the Fixed Asset Release Event and (ii) add assets as Collateral to the extent such assets secure any Permitted Additional Secured Indebtedness and did not previously secure the Secured Obligations. | 4,544 | RIVN | 2022-05-11T00:00:00 | 000029 | ex-10 |
AMAT_2022-08-25_000032_ex101_amatq32022.txt | assignment | The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. | 2,676 | AMAT | 2022-08-25T00:00:00 | 000032 | ex-10 |
HPE_2020-03-03_000006_ex-991x1312020x8k.txt | liability | The Company adopted the new accounting standard for leases in the first quarter of fiscal 2020 which requires lessees to recognize a lease liability and a right-of-use (“ROU”) asset for the lease term. The Company elected the modified retrospective transition method whereby prior comparative periods are not restated. Adoption of the new lease standard resulted in the recognition of $1.0 billion of ROU assets and $1.1 billion of lease liabilities on the Company’s Condensed Consolidated Balance Sheet. | 1,808 | HPE | 2020-03-03T00:00:00 | 000006 | ex-99 |
TTWO_2019-05-14_006691_ex-1035taketwocreditagreem.txt | termination | The amount of obligations in respect of any Disqualified Equity Interests shall be valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends that are past due. The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. | 1,822 | TTWO | 2019-05-14T00:00:00 | 006691 | ex-10 |
CL_2018-02-15_000003_exhibit10-k12312017.txt | liability | ” shall mean the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company in a Corporate Status. | 104 | CL | 2018-02-15T00:00:00 | 000003 | ex-10 |
AAL_2020-04-30_000066_ex106q12010q.txt | liability | ” of a Person means a corporation, partnership, limited liability company, association or joint venture or other business entity of which a majority of the equity interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time owned or the management of which is Controlled, directly, or indirectly through one or more intermediaries, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Issuer. | 474 | AAL | 2020-04-30T00:00:00 | 000066 | ex-10 |
CCL_2024-06-27_000057_exhibit102q22024.txt | duration | “2024 Repricing Commitment” means, as to any Lender, the commitment to make 2024 Repricing Advances hereunder on the 2024 Repricing Effective Date, in an aggregate amount not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 1 to the 2024 Repricing Amendment under the heading “2024 Repricing Commitment”. The aggregate amount of the 2024 Repricing Commitments of all Lenders as of the 2024 Repricing Effective Date is $1,748,250,000. The 2024 Repricing Commitments of the 2024 Repricing Lenders shall terminate upon the making or the deemed making of the 2024 Repricing Advances on the 2024 Repricing Effective Date, in an amount equal to the 2024 Repricing Advances made on such date. | 1,004 | CCL | 2024-06-27T00:00:00 | 000057 | ex-10 |
HLT_2021-05-05_000064_ex101licenseagreement_uplo.txt | dispute_resolution | (i) Licensee’s Gross Revenues in a Measuring Year must be equal to or greater than 80% of $1,493,000,000 USD (Licensee’s 2016 projected Gross Revenues) as inflated to such Measuring Year dollars by the CPI Adjustment. For example, if Licensee had 2016 Gross Revenues of $100 USD, and that translated into $300 in projected Gross Revenues in 2051 due to CPI Adjustments, Licensee’s minimum 2051 revenue to renew the Noncompetition Term until December 31, 2061 would be $240; or | 641 | HLT | 2021-05-05T00:00:00 | 000064 | ex-10 |
KHC_2023-02-16_000009_exhibit1037q42022.txt | payment_terms | Notwithstanding the foregoing, if you are subject to U.S. federal income tax and the Company determines that you are a “specified employee” within the meaning of Section 409A of the Code, any RSUs that are Deferred Compensation and are subject to settlement upon your Separation from Service will instead be settled on the date that is the first business day following the six (6) month anniversary of such Separation from Service, or, if earlier, upon your death, to the extent required pursuant to Section 409A of the Code to avoid additional taxes and penalties under Section 409A of the Code. | 90 | KHC | 2023-02-16T00:00:00 | 000009 | ex-10 |
HPE_2022-03-03_000016_ex-1033xhpe_creditagreemen.txt | liability | ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) the violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. | 694 | HPE | 2022-03-03T00:00:00 | 000016 | ex-10 |
MA_2021-04-29_000091_exb101-03212021.txt | termination | (a) Subject to (b), (c) and (d) below, the interest of the Employee in the Units shall vest 25 percent on each of the first, second, third and fourth anniversary of the Grant Date conditioned upon the Employee’s continued employment with the Company or an Affiliated Employer as of each such vesting date (collectively, the “Vesting Dates”). In the event of the Employee’s Termination of Employment with the Company or an Affiliated Employer for any reason other than as set forth in (b), (c) or (d), unvested Units shall be forfeited. A transfer of Employee’s employment among the Company and any Affiliated Employer shall not be treated as a Termination of Employment hereunder. As a condition of the Employee’s right to vest in the Units, the Employee shall be required to execute and comply with any Mastercard LTIP Non-Competition Agreement that the Company requires for the Employee to be eligible to participate in the Plan, and to execute any other documents required by the Committee pursuant to this Agreement. If the Employee has not executed and delivered to the Company any such required Mastercard LTIP Non-Competition Agreement by the date required by the Company, which will in no event be later than the first anniversary of the Grant Date or such earlier vesting event pursuant to (c) below, the unvested Units shall be forfeited. | 43 | MA | 2021-04-29T00:00:00 | 000091 | ex-10 |
EXC_2018-05-02_005662_exc-2018331x10q.txt | dispute_resolution | On April 12, 2018, a bill was passed by both Houses of the New Jersey legislature that would establish a ZEC program providing compensation for nuclear plants that demonstrate to the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality in the state and that their revenues are insufficient to cover their costs and risks. The program provides transparency and includes robust customer protections. The New Jersey Governor has up to 45 days to sign the bill, with the bill becoming effective immediately upon signing. The NJBPU then has 180 days from the effective date to establish procedures for implementation of the ZEC program and 330 days from the effective date to determine which nuclear power plants are selected to receive ZECs under the program. Selected nuclear plants will receive ZEC payments for each energy year (12-month period from June 1 through May 31) within 90 days after the completion of such energy year. Exelon and Generation continue to work with stakeholders. | 12,038 | EXC | 2018-05-02T00:00:00 | 005662 | ex-10 |
XOM_2024-08-05_000050_exhibit10iiib4080524.txt | liability | (y) “Person” means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity; a Person, together with that Person’s “affiliates” and “associates” (as those terms are defined in Rule 12b-2 under the Exchange Act), and any Persons acting as a partnership, limited partnership, joint venture, association, syndicate or other group (whether or not formally organized), or otherwise acting jointly or in concert or in a coordinated or consciously parallel manner (whether or not pursuant to any express agreement), for the purpose of acquiring, holding, voting or disposing of securities of the Company with such Person, shall be deemed a single “Person.” | 66 | XOM | 2024-08-05T00:00:00 | 000050 | ex-10 |
F_2024-03-14_000063_ex1032024srpar.txt | duration | The GRP Select Benefit payable to a Retired Executive shall be a monthly benefit in an amount equal to the difference between (X) and (Y) where (X) is the monthly GRP benefit for such Retired Executive, determined under the terms of the GRP in effect as of the Retirement Effective Date after giving effect to the following adjustments: | 156 | F | 2024-03-14T00:00:00 | 000063 | ex-10 |
CAT_2021-09-08_000233_ex101-364xdaycreditagreeme.txt | termination | (b) All computations of interest based on the Base Rate determined pursuant to clause (a) or (b) of the definition thereof shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be; all computations of interest on Advances in Pounds Sterling and Japanese Yen shall be made on the basis of a year of 365 or 366 days, as the case may be; and all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate, and all computations of the Commitment Fees shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Commitment Fees are payable. Each determination by the Agent, the Local Currency Agent or the Japan Local Currency Agent, as the case may be, of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. | 1,737 | CAT | 2021-09-08T00:00:00 | 000233 | ex-10 |
GE_2023-01-10_000017_exhibit99gehcpressrelease.txt | dispute_resolution | This release contains forward-looking statements. These forward-looking statements might be identified by words, and variations of words, such as “will,” “expect,” “may,” “would,” “could,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “potential,” “position,” “forecast,” “target,” “guidance,” “outlook,” and similar expressions. These forward-looking statements may include, but are not limited to, statements about the Company’s expected financial performance, including revenue, profit, and cash flows, and the Company’s outlook; and the supply chain environment and demand. These forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control. Factors that could cause the Company’s actual results to differ materially from those described in its forward-looking statements include, but are not limited to, operating in highly competitive markets; the actions or inactions of third parties with whom the Company partners and the various collaboration, licensing, and other partnerships and alliances the Company has with third parties; demand for the Company’s products, services, or solutions and factors that affect that demand; management of the Company’s supply chain and the Company’s ability to cost-effectively secure the materials it needs to operate its business; disruptions in the Company’s operations; the global COVID-19 pandemic and its effects on the Company’s business; maintenance and protection of the Company’s intellectual property rights; the impact of potential information technology, cybersecurity or data security breaches; compliance with the various legal, regulatory, tax, and other laws to which the Company is subject and related changes, claims, or actions; environmental, social, and governance matters; the Company’s ability to successfully complete strategic transactions; the Company’s ability to operate effectively as an independent, publicly traded company and achieve the benefits the Company expects from its spin-off from General Electric Company; and the incurrence of substantial indebtedness in connection with the spin-off and any related effect on the Company’s business. Please also see the "Risk Factors" section of the Company’s Form 10 filed with the U.S. Securities and Exchange Commission and any updates or amendments it makes in future filings. There may be other factors not presently known to the Company or which it currently considers to be immaterial that could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. The Company does not undertake any obligation to update or revise its forward-looking statements except as required by applicable law or regulation. | 122 | GE | 2023-01-10T00:00:00 | 000017 | ex-99 |
AEP_2018-04-26_000019_ex10a20181q.txt | payment_terms | By accepting this Award, you agree to reimburse the Company for compensation awarded, earned, received or paid to you under this Award Agreement with respect to the relevant time period if the Board, in its discretion, determines that: | 130 | AEP | 2018-04-26T00:00:00 | 000019 | ex-10 |
PEP_2016-04-18_000074_exhibit102pepsicopensioneq.txt | governing_law | . PepsiCo, Inc., a corporation organized and existing under the laws of the State of North Carolina or its successor or successors. For periods prior to the Effective Time, “Company” means The Pepsi Bottling Group, Inc.”. | 2,094 | PEP | 2016-04-18T00:00:00 | 000074 | ex-10 |
NET_2023-11-02_000064_ex101amendedandrestated201.txt | dispute_resolution | “Code” means the U.S. Internal Revenue Code of 1986. Reference to a section of the Code or regulation related to that section shall include such section or regulation, any valid regulation issued under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. | 595 | NET | 2023-11-02T00:00:00 | 000064 | ex-10 |
OXY_2020-08-10_000027_exhibit101-apcsavingsr.txt | payment_terms | The members of the Committee shall not receive any special compensation for serving in their capacities as members, but shall be reimbursed by the Company for any reasonable expenses incurred in connection therewith. No bond or other security need be required of the Committee or any member thereof. | 498 | OXY | 2020-08-10T00:00:00 | 000027 | ex-10 |
EXC_2020-04-09_000086_exc20200408ex101.txt | dispute_resolution | . EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF AGENT, ANY PURCHASER AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST AGENT, ANY PURCHASER AGENT OR ANY PURCHASER OR ANY AFFILIATE OF AGENT, ANY PURCHASER AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK CITY, NEW YORK. | 1,702 | EXC | 2020-04-09T00:00:00 | 000086 | ex-10 |
TTWO_2019-05-14_006691_ex-1035taketwocreditagreem.txt | liability | , to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither the Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate principal amount of such Indebtedness does not exceed at any time outstanding $25,000,000; | 4,251 | TTWO | 2019-05-14T00:00:00 | 006691 | ex-10 |
PARA_2022-05-03_000023_exhibit10a-xchristadalimon.txt | termination | All performance share units granted to you under any of the Company’s equity incentive plans as in effect from time to time that have not vested as of your Separation Date, but that would have vested on or before the end of (A) the Contract Period and (B) the eighteen (18)-month period beginning on your Separation Date, whichever is later, shall become fully vested on the later of your Separation Date or upon receipt of a Release executed by you, with all performance goals relating to any performance period not completed as of the date of your termination of employment deemed achieved at target levels, and subject to any timing or holding requirements in the applicable long-term incentive plan or award agreement; | 272 | PARA | 2022-05-03T00:00:00 | 000023 | ex-10 |
CCL_2014-10-03_000006_ex-102.txt | payment_terms | Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Executive. The Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and the Executive, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company to the extent the Company determines such fees and expenses are reasonable; and | 262 | CCL | 2014-10-03T00:00:00 | 000006 | ex-10 |
TTWO_2024-05-22_024623_ex-1038xamendmentno1tocred.txt | indemnification | , that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business or any indemnification obligations entered into in the ordinary course of business. The amount of any Guarantee shall be deemed to be the lower of (i) an amount equal to the stated or determined amount of the primary obligation in respect of which such Guarantee is made and (ii) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee, or, if such Guarantee is not an unconditional guarantee of the entire amount of the primary obligation and such maximum amount is not stated or determinable, the amount of such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof determined by such Person in good faith. | 1,038 | TTWO | 2024-05-22T00:00:00 | 024623 | ex-10 |
EXC_2018-02-09_001324_exc-20171231x10k.txt | liability | The Registrants have initiated and work to maintain security measures. On a continuing basis, the Registrants evaluate enhanced security measures at certain critical locations, enhanced response and recovery plans, long-term design changes and redundancy measures. Additionally, the energy industry has strategic relationships with governmental authorities to ensure that emergency plans are in place and critical infrastructure vulnerabilities are addressed in order to maintain the reliability of the country’s energy systems. | 6,908 | EXC | 2018-02-09T00:00:00 | 001324 | ex-10 |
DG_2020-03-19_002915_ex-10d14.txt | payment_terms | . Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary or his or her designee, and any notice to be given to the Grantee shall be addressed to the Grantee at the last address of the Grantee known to the Company unless otherwise directed by the Grantee in a notice provided in accordance with this Section 13. By a notice given pursuant to this Section 13, either party may hereafter designate a different address for provision of notices to be given under this Agreement. Any notice that is required to be given to the Grantee shall, if the Grantee is then deceased, be given to the Grantee’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 13. Any notice shall have been deemed duly given when (i) delivered in person, (ii) enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service, or (iii) enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with fees prepaid) in an office regularly maintained by FedEx, UPS, or comparable non-public mail carrier. | 815 | DG | 2020-03-19T00:00:00 | 002915 | ex-10 |
CSCO_2018-09-06_000011_exh101ciscosip2005q418.txt | duration | (b) Immediately following the effective date of the Corporate Transaction, this Agreement shall terminate and cease to be outstanding, except as set forth in Section 5 below with respect to the settlement of Performance-Based Stock Units or to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. | 2,143 | CSCO | 2018-09-06T00:00:00 | 000011 | ex-10 |
EXC_2020-08-04_000165_exc-ex10320200630q2.txt | termination | The Committee has the authority to administer and interpret the Plan and awards, and its decisions are final, binding and conclusive. The Committee may delegate some or all of its power and authority under the Plan to the Board or, with respect to awards granted to employees, to the Chief Executive Officer or other executive officer of the Company, except that the Committee may not delegate its power and authority to the Chief Executive Officer or any other executive officer with respect to any award granted to any person that is subject to Section 16 of the Exchange Act. No member of the Board or Committee, and no person to whom the Committee delegates any of its power and authority, will be liable for his or her own or another person’s acts, omissions, interpretations, constructions or determinations made in connection with the Plan in good faith. | 59 | EXC | 2020-08-04T00:00:00 | 000165 | ex-10 |
OXY_2020-08-10_000027_exhibit102-anadarkoret.txt | payment_terms | With respect to Participants other than Limited 415 Participants, the Plan is intended as an unfunded plan to be maintained primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” within the meaning of such phrase for purposes of Sections 201(2), 301(a)(3) and 401(a)(1) of the Act, and as such it is intended that the Plan be exempt from the participation and vesting, funding, and fiduciary responsibility requirements of Title I of the Act. The Plan is also intended to qualify for simplified reporting under U.S. Department of Labor Regulation Section 2530.104-23, which provides for an alternative method of compliance for plans described in such regulation. With respect to Limited 415 Participants, the portion of the Plan that provides benefits to such Limited 415 Participants solely due to limitations applicable to the Retirement Plan by reason of Code Section 415 is intended to be treated as a separate plan that is an “excess benefit plan” within the meaning of such phrase for purposes of Sections 3(36) and 4(b)(5) of the Act. Moreover, the Plan is intended to comply with the requirements of Code Section 409A for nonqualified deferred compensation plans to the extent applicable. The Plan is not intended to satisfy the tax qualification requirements of Code Section 401(a). | 207 | OXY | 2020-08-10T00:00:00 | 000027 | ex-10 |
EXC_2019-02-08_001107_exc-20181231x10k.txt | liability | On August 23, 2017, the DOE staff released its report on the reliability of the electric grid. One aspect of the wide-ranging report is the DOE’s recognition that the electricity markets do not currently value the resiliency provided by base-load generation, such as nuclear plants. On September 28, 2017, the DOE issued a Notice of Proposed Rulemaking (NOPR) that would entitle certain eligible resilient generating units (i.e., those located in organized markets, with a 90-day supply of fuel on site, not already subject to state cost of service regulation and satisfying certain other requirements) to recover fully allocated costs and earn a fair return on equity on their investment. On January 8, 2018, FERC issued an order terminating the rulemaking docket that it initiated to address the proposed rule in the DOE NOPR, concluding the proposed rule did not sufficiently demonstrate there is a resiliency issue and that it proposed a remedy that did not appear to be just, reasonable and nondiscriminatory as required under the Federal Power Act. At the same time, FERC initiated a new proceeding to consider resiliency challenges to the bulk power system and evaluate whether additional FERC action to address resiliency would be appropriate. FERC directed each RTO and ISO to respond within 60 days to 24 specific questions about how they assess and mitigate threats to resiliency. Thereafter, interested parties submitted reply comments on May 9, 2018, and a few parties submitted further replies. Exelon has been and will continue to be an active participant in these proceedings but cannot predict the final outcome or its potential financial impact, if any, on Exelon or Generation. | 9,593 | EXC | 2019-02-08T00:00:00 | 001107 | ex-10 |
F_2022-06-23_000038_exhibit101tojune232022repo.txt | indemnification | assigning Issuing Lender shall cease to be a Lender or Issuing Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Revolving Commitments and L/C Commitments which shall survive as to such assigning Lender or assigning Issuing Lender and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment; | 6,702 | F | 2022-06-23T00:00:00 | 000038 | ex-10 |
CL_2020-10-30_000026_exhibit10-a093020q32020.txt | termination | Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in Dollars and/or Euros to the Borrower or Borrowing Subsidiary from time to time on any Business Day during the period from the date hereof until the Termination Date in an aggregate amount (based in respect of any Advances to be denominated in Euros by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set opposite such Lender’s name on Schedule I hereto | 618 | CL | 2020-10-30T00:00:00 | 000026 | ex-10 |
GM_2019-02-06_000033_ex-1023amendedgmexecutives.txt | termination | If the Participant is a “specified employee” (within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and as determined under the Employer’s policy for determining specified employees) on the Participant’s Termination Date, and the Participant is entitled to a payment under this Program that is required to be delayed pursuant to Section 409A(a)(2)(B)(i) of the Code, then such payment, shall not be paid or provided (or begin to be paid or provided) until the first business day of the seventh month following the Participant’s Termination Date in the case of a termination covered by Section 5.1. or Section 5.1.2, or the first business day of the seventh month following the Change in Control in the case of a termination covered by Section 5.1.3. | 280 | GM | 2019-02-06T00:00:00 | 000033 | ex-10 |
CVS_2019-02-28_000013_ex1041.txt | termination | (ii) the number of RSUs that had vested prior to the termination date. For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the termination date is eight months and five days, the numerator in sub-section (A) above shall be nine. The Vesting Date shall be the effective date of the Participant’s termination of employment. Any Shares represented by RSUs that vest under this section shall settle on the Settlement Date that would have applied under the original schedule set forth in Section 4 of this PBRS Agreement. | 96 | CVS | 2019-02-28T00:00:00 | 000013 | ex-10 |
EXC_2023-11-02_000093_exc-20231102ex992.txt | liability | 28 Projected GAAP to Operating Adjustments • Exelon’s projected 2023 adjusted (non-GAAP) operating earnings excludes the earnings effects of the following: – Mark-to-market adjustments from economic hedging activities; – Certain costs related to a change in environmental liabilities; – Costs related to a change in the SEC matter loss contingency; – Costs related to a change in ComEd’s FERC audit liability; – Costs related to the separation; – Income tax-related adjustments; and – Other items not directly related to the ongoing operations of the business. | 457 | EXC | 2023-11-02T00:00:00 | 000093 | ex-99 |
ALL_2019-05-16_000031_exhibit991allcorp12311810-.txt | liability | Our ratings are influenced by many factors including our operating and financial performance, asset quality, liquidity, asset/liability management, overall portfolio mix, financial leverage (i.e., debt), exposure to risks such as catastrophes and the current level of operating leverage. The preferred stock and subordinated debentures are viewed as having a common equity component by certain rating agencies and are given equity credit up to a pre-determined limit in our capital structure as determined by their respective methodologies. These respective methodologies consider the existence of certain terms and features in the instruments such as the noncumulative dividend feature in the preferred stock. | 16,738 | ALL | 2019-05-16T00:00:00 | 000031 | ex-99 |
AXP_2019-04-18_000018_exhibit99_1.txt | dispute_resolution | the company's ability to achieve its 2019 earnings per common share outlook, which will depend in part on revenue growth, credit performance and the effective tax rate remaining consistent with current expectations, the company's ability to control operating expense growth and generate operating leverage, and the company's ability to continue executing its share repurchase program; any of which could be impacted by, among other things, the factors identified in the subsequent paragraphs as well as the following: issues impacting brand perceptions and the company's reputation; the impact of any future contingencies, including, but not limited to, restructurings, impairments, changes in reserves, legal costs, the imposition of fines or civil money penalties and increases in Card Member reimbursements; the amount and efficacy of investments in customer engagement; changes in interest rates beyond current expectations (including the impact of hedge ineffectiveness and deposit rate increases); a greater impact from new or renegotiated cobrand agreements than expected, which could be affected by spending volumes and customer acquisition; and the impact of regulation and litigation, which could affect the profitability of the company's business activities, limit the company's ability to pursue business opportunities, require changes to business practices or alter the company's relationships with partners, merchants and Card Members; | 1,266 | AXP | 2019-04-18T00:00:00 | 000018 | ex-99 |
GE_2024-07-23_000176_exhibit10dformofagreementf.txt | termination | During the Restricted Period, the Grantee will not, without prior written approval from the Committee (for Grantees who are officers of the Company for purposes of Section 16 of the Act) or the Chief Human Resources Officer of the Company (for all other Grantees), directly or indirectly, either as an individual or through or with a third party: (i) solicit or encourage any person who is a Lead Professional Band or higher employee of the Company or any Affiliate (hereinafter “Restricted Person”) to terminate the Restricted Person’s employment relationship with the Company or any Affiliate or to accept any other employment outside of the Company and its Affiliates; (ii) directly hire, recommend or cause to hire, or engage to provide services, any person who was a Restricted Person within twelve (12) months before or after the date of Grantee’s Termination of Employment, by any entity for which the Grantee works, provides services, or with which the Grantee is otherwise associated or owns more than a 1% ownership interest; or (iii) provide any non-public information regarding any Restricted Person, including, but not limited to, compensation data, performance evaluations, or skill sets or qualifications, to any external person in connection with employment outside the Company and any Affiliates, including, but not limited to, recruiters and prospective employers. | 139 | GE | 2024-07-23T00:00:00 | 000176 | ex-10 |
ZION_2021-02-25_000082_exh1050cicagreementdallash.txt | termination | sources or will provide you with quarterly payments (on the first business day of each calendar quarter, in advance) in such amounts that, after all taxes on such amounts, shall be equal to the cost to you of providing yourself such benefit coverage. At the termination of the benefits coverage under the second preceding sentence, you, your spouse and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Company on the date such benefits coverage terminates. The lump sum shall be determined on a present value basis using the interest rate provided in Section 1274(b)(2)(B) of the Code on the Date of Termination. In each case, (other than a benefit plan providing for reimbursement of expenses referred to in Section 105(b) of the Code relating to amounts expended for medical care), the amount of benefits and payments to be provided under this clause (iii) during a calendar year shall not affect the amount of benefits and payments to be provided in any other taxable year and any such benefits and payments shall not be subject to liquidation or exchange for another benefit; | 87 | ZION | 2021-02-25T00:00:00 | 000082 | ex-10 |
CCL_2023-09-29_000066_exhibit102q32023.txt | termination | ”), as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the existing lenders or otherwise), restructured, repaid, refunded, refinanced, supplemented, extended, expanded or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing, supplementing, extending, expanding or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor, additional, supplemental or replacement agreement or agreements or increasing the amount loaned thereunder (in each case, subject to compliance with | 1,378 | CCL | 2023-09-29T00:00:00 | 000066 | ex-10 |
UPS_2019-08-13_000048_exhibit102-upsprotecti.txt | duration | (1) In the event that my employment is terminated by the Company without Cause during the first two (2) years after the start date of my employment as set forth in my Offer Letter with UPS (the “Offer Letter”) dated as of the Effective Date (the “Start Date”), the Company shall pay me Separation Pay. | 39 | UPS | 2019-08-13T00:00:00 | 000048 | ex-10 |
ZION_2021-02-25_000082_exh10472015omnibusincentiv.txt | termination | . Except to the extent otherwise provided in Sections 4.2 through 4.5 below, this Option, whether or not vested and to the extent not therefore exercised, shall terminate, and there shall be no further vesting or exercise, immediately upon (i) the Grantee’s Termination of Employment at Grantee’s election for any reason or (ii) Grantee’s Termination of Employment by the Company for Cause. | 62 | ZION | 2021-02-25T00:00:00 | 000082 | ex-10 |
NFLX_2023-10-18_000272_ex991_q323.txt | dispute_resolution | As a reminder, the quarterly guidance we provide is our actual internal forecast at the time we report. Our primary financial metrics are revenue for growth and operating margin for profitability. Our goal is to accelerate revenue growth, expand operating margin and deliver growing free cash flow. Nine months through the year, we are well positioned to meet these objectives in 2023. | 200 | NFLX | 2023-10-18T00:00:00 | 000272 | ex-99 |
HON_2023-02-10_000013_exhibit107012312022.txt | termination | Your 2022 LTI grant shall be subject to the same special vesting continuation rules in the event of your involuntary termination other than for Cause as described below with respect to your Replacement RSUs. | 43 | HON | 2023-02-10T00:00:00 | 000013 | ex-10 |
EXC_2021-11-03_000110_exc-ex102_20210930.txt | termination | -23- #94716785v22 “Supported QFC” has the meaning assigned to it in Section 8.23. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Advance or Advances comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. “Term Benchmark Advance” means any Advance that bears interest as provided in Section 2.06(b). “Term Benchmark Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Term Benchmark Lending Office” in its Administrative Questionnaire or in the Assignment and Assumption pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent. “Termination Date” means August 5, 2022. “Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. “Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event. “Term SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable (and, for the avoidance of doubt, not in the case of an Other Benchmark Rate Election), has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.07 that is not Term SOFR. “Type” - see the definition of Advance. “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. | 441 | EXC | 2021-11-03T00:00:00 | 000110 | ex-10 |
HD_2020-05-27_000041_exhibit10105032020.txt | termination | that, no such amendment or waiver shall, unless signed by all Banks affected thereby, (i) extend the scheduled termination date of the Commitment of any Bank or increase the Commitment of any Bank, (ii) reduce the principal of or reduce the rate of interest on any Loan, or reduce the amount of any fees hereunder, (iii) extend the date fixed for any payment of principal of or interest on any Loan or any fees hereunder, (iv) reduce the amount of principal, or reduce the amount of interest or fees, due on any date fixed for the payment thereof, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the percentage of Banks, which shall be required for the Banks or any of them to take any action under this Section or any other provision of this Agreement, (vi) change the manner of application of any payments made under this Agreement in a manner that would alter the pro rata sharing of payments required thereby or (vii) change any of the provisions of this Section; | 1,684 | HD | 2020-05-27T00:00:00 | 000041 | ex-10 |
OXY_2019-08-08_000864_ex10-2.txt | duration | upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. | 8,027 | OXY | 2019-08-08T00:00:00 | 000864 | ex-10 |
SWKS_2023-03-10_000012_exhibit101swksfirstamendme.txt | payment_terms | (c) The Company agrees to pay to the Administrative Agent, for the account of each Lender, fees payable in the amounts and at the times separately agreed upon by the Company and the Arrangers pursuant to the fee letters entered into by the Company in connection herewith. | 2,112 | SWKS | 2023-03-10T00:00:00 | 000012 | ex-10 |
TTWO_2019-05-14_006691_ex-1035taketwocreditagreem.txt | liability | . Unless otherwise specified, (a) the amount of any Guarantee shall be the lesser of the amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument | 2,492 | TTWO | 2019-05-14T00:00:00 | 006691 | ex-10 |
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