VERSION. Each Quote will be governed under the version of this Agreement that is in place as of the “last updated” date indicated at the bottom of this document. For that reason, you should keep a copy of this document and make a note of the date indicated below when you accept a Quote.
VERSION. The Software configuration identified by a numeric representation, whether left or right of decimal place.
VERSION. (i) the Subservicer shall file a Uniform Commercial Code Financing Statement amendment continuing the effectiveness of each UCC Financing Statement filed with respect to each Mortgage Loan within six (6) months before (and not later than three (3) months before) the expiration of the five year period of effectiveness of such UCC Financing Statement, and shall deliver monthly reports of such UCC Financing Statement amendments to KRECM;
VERSION. Each Picture Master shall be originated from the version of each Included Program which was theatrically released by Licensor in the United States, or if unavailable, the version released on home video. All Picture Masters shall be in the 16:9 aspect ratio unless otherwise specified. If a closed-captioned version has been completed for such 16:9 Picture Masters, then Licensor shall make available the closed captioned version to Licensee at no cost to Licensee. If a closed-captioned version for such 16:9 Picture Master has not been completed by Licensor, but is nonetheless required by law (including that Licensee is required by law to exhibit a closed-captioned version), then Licensor shall create and make available to Licensee the closed-captioned version at no cost to Licensee, provided, that Licensee delivers the booking confirmation for the High Definition exhibition of such Included Program within 10 Business Days of receiving the availability notice therefor. Otherwise, Licensor shall make available to Licensee at no cost the materials necessary for Licensee to create such close-captioned version, if available (it being agreed and understood, however, that creating the closed-caption version from such materials shall be at Licensee’s sole cost and expense). In the event that no closed-caption materials are available for a Library PPV Program, Library VOD Program or a Library FOD Program, Licensor agrees to discuss with Licensee the substitution of a Library PPV Program, Library VOD Program or a Library FOD Program, as applicable, for which closed-captioned materials are available, although failure to provide such substitution shall not be a breach under the Agreement. If the Included Program is available in the original aspect ratio (i.e. letterbox/widescreen format), then Licensor shall make available to Licensee copies of such versions, if so requested by Licensee. If elements of teasers and trailers are available in separate component form (i.e. clean video, clean music, clean announce), then Licensor shall make available to Licensee copies of such versions, if so requested by Licensee.
VERSION action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.
VERSION. In addition, within ten (10) days after the release described in Section 6(f) has become effective and irrevocable in accordance with Section 6(f), (i) the Executive’s estate shall be paid a Pro rata Portion of the Executive’s Maximum Bonus (each as defined below) and (ii) all of the Executive’s outstanding options, restricted share awards and any other equity rights granted by the Company to the Executive shall continue to be governed by the applicable grant agreement and related plan.
VERSION. 12. Except as expressly provided in this Agreement or as necessary to effectuate the terms of this Agreement, the Employment Agreement shall not be otherwise amended but shall remain in full force and effect.
VERSION. 6.1 To the extent permitted by law, the Company will indemnify and hold harmless, to the fullest extent permitted by law, any Holder participating in the registration and any underwriter for such Holder, and each person, if any, who controls such Holder or such underwriter, from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which such Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, and the Company will reimburse such Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, however, that the foregoing indemnity agreement with respect to any prospectus shall not inure to the benefit of any Holder or underwriter, or any person controlling such Holder or underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendme...
VERSION. Unless otherwise specified as special clauses, the general terms and conditions shall apply to all services included in this agreement and any services introduced in the future:
VERSION. (b) The financial statements (including any related notes) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.