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+---
+library_name: setfit
+tags:
+- setfit
+- sentence-transformers
+- text-classification
+- generated_from_setfit_trainer
+base_model: sentence-transformers/all-MiniLM-L6-v2
+metrics:
+- accuracy
+widget:
+- text: No authorization or approval or other action by, and no notice to or filing
+ with, any governmental authority or regulatory body is required for the due execution
+ and delivery by the Servicer of this Agreement and each other Transaction Document
+ to which it is a party and the performance of its obligations hereunder and thereunder
+ in its capacity as Servicer.
+- text: All rights and remedies of Collateral Agent shall be cumulative and may be
+ exercised singularly or concurrently, at their option, and the exercise or enforcement
+ of any one such right or remedy shall not bar or be a condition to the exercise
+ or enforcement of any other.
+- text: Except for the conveyances hereunder, Seller will not sell, pledge, assign
+ or transfer to any other Person, or grant, create, incur, assume or suffer to
+ exist any Lien on the Receivables or the Other Conveyed Property or any interest
+ therein, and Seller shall defend the right, title, and interest of Purchaser and
+ the Issuer in and to the Receivables and the Other Conveyed Property against all
+ claims of third parties claiming through or under Seller.
+- text: In the event of a Change in Control, the Eligible Employee shall immediately
+ be fully vested in his or her benefit under the Plan.
+- text: If Participant’s Employment terminates under circumstances described in Section 3(a)
+ , then upon Participant’s subsequent death, all unpaid amounts payable to Participant
+ under Section 3(a)(i) , (ii) , (iii) or (vi) , if any, shall be paid to Participant’s
+ Beneficiary.
+pipeline_tag: text-classification
+inference: true
+model-index:
+- name: SetFit with sentence-transformers/all-MiniLM-L6-v2
+ results:
+ - task:
+ type: text-classification
+ name: Text Classification
+ dataset:
+ name: Unknown
+ type: unknown
+ split: test
+ metrics:
+ - type: accuracy
+ value: 0.9425
+ name: Accuracy
+---
+
+# SetFit with sentence-transformers/all-MiniLM-L6-v2
+
+This is a [SetFit](https://github.com/huggingface/setfit) model that can be used for Text Classification. This SetFit model uses [sentence-transformers/all-MiniLM-L6-v2](https://huggingface.co/sentence-transformers/all-MiniLM-L6-v2) as the Sentence Transformer embedding model. A [LogisticRegression](https://scikit-learn.org/stable/modules/generated/sklearn.linear_model.LogisticRegression.html) instance is used for classification.
+
+The model has been trained using an efficient few-shot learning technique that involves:
+
+1. Fine-tuning a [Sentence Transformer](https://www.sbert.net) with contrastive learning.
+2. Training a classification head with features from the fine-tuned Sentence Transformer.
+
+## Model Details
+
+### Model Description
+- **Model Type:** SetFit
+- **Sentence Transformer body:** [sentence-transformers/all-MiniLM-L6-v2](https://huggingface.co/sentence-transformers/all-MiniLM-L6-v2)
+- **Classification head:** a [LogisticRegression](https://scikit-learn.org/stable/modules/generated/sklearn.linear_model.LogisticRegression.html) instance
+- **Maximum Sequence Length:** 256 tokens
+- **Number of Classes:** 100 classes
+
+
+
+
+### Model Sources
+
+- **Repository:** [SetFit on GitHub](https://github.com/huggingface/setfit)
+- **Paper:** [Efficient Few-Shot Learning Without Prompts](https://arxiv.org/abs/2209.11055)
+- **Blogpost:** [SetFit: Efficient Few-Shot Learning Without Prompts](https://huggingface.co/blog/setfit)
+
+### Model Labels
+| Label | Examples |
+|:-----------------------------|:-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
+| governing laws | - 'The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State.'
- 'This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California.'
- 'This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Minnesota, except to the extent that the perfection of the security interest hereunder, or the enforcement of any remedies hereunder, with respect to any particular Collateral shall be governed by the laws of a jurisdiction other than the State of Minnesota.'
|
+| counterparts | - 'This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same agreement.'
- 'This Assignment may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Assignment. Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Assignment shall constitute effective delivery of such signature page.'
- 'This Agreement may be executed in counterparts and by separate parties in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same document. Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Agreement shall constitute effective delivery of such signature page.'
|
+| notices | - 'All notices under this Agreement must be given in writing by personal delivery or United States registered or certified mail, return receipt requested, at the addresses indicated in this Agreement, or any other address designated in writing by either party.'
- 'Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent or any Managing Agent, copies of the same.'
- 'The provisions of Section 6.01 of the Collateral Agreement shall apply mutatis mutandis in respect of any certificate, notice, demand or other communication given or made under this Deed.'
|
+| entire agreements | - 'Unless specifically provided herein, this Agreement contains all the understandings and representations between the Executive and the Company pertaining to the Termination of Employment and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.'
- 'This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements between the parties with respect thereto. This Agreement may be amended only by an agreement in writing signed by both parties hereto.'
- 'This Note constitutes the full and entire agreement of the Borrower and the Holder with respect to the subject matter hereof.'
|
+| severability | - 'The invalidity or unenforceability in particular circumstances of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this instrument shall be affected thereby.'
- 'Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.'
- 'In case any provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.'
|
+| waivers | - 'That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section\xa010.5 and the definition of “Requisite Lenders”.'
- 'The provisions of this Agreement, or any other Loan Document, may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and both Lenders.'
- 'Collateral Agent shall not be deemed to have waived any of its rights hereunder or under any other agreement, instrument or paper signed by Grantor unless such waiver is in writing and signed by Collateral Agent. No delay or omission on the part of Collateral Agent in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion.'
|
+| amendments | - 'That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section\xa010.5 and the definition of “Requisite Lenders”.'
- 'This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements between the parties with respect thereto. This Agreement may be amended only by an agreement in writing signed by both parties hereto.'
- 'The provisions of this Agreement, or any other Loan Document, may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and both Lenders.'
|
+| expenses | - 'The Company shall reimburse Executive for all reasonable and necessary expenses incurred by him in connection with his employment and in accordance with the Company policy, which requires reasonable evidence of expenditure.'
- 'Grantor agrees to pay the reasonable attorneys’ fees and legal expenses incurred by Collateral Agent in the exercise of any right or remedy available to it under this Agreement, whether or not suit is commenced, including, without limitation, attorneys’ fees and legal expenses incurred in connection with any appeal of a lower court’s order or judgment.'
- 'Except as otherwise provided herein, each Party shall bear and pay all costs and expenses which it incurs, or which may be incurred on its behalf, in connection with this TSA and the transactions contemplated hereby. Unless otherwise indicated, all dollar amounts stated in this TSA are stated in U.S. currency, and all payments required under this TSA shall be paid in U.S. currency in immediately available funds.'
|
+| survival | - 'Notwithstanding any provision of this Agreement to the contrary, Sections 1, 2, 3, 6, 7, 9, 10, 13, 15, 16 and 17 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment for any reason whatsoever.'
- 'Each party’s obligations under this Section shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.'
- 'The provisions of Sections 2.05(b) , (c) and (d) , Section 4.05 and Articles V , VI , VII and VIII shall survive the termination of this TSA.'
|
+| representations | - 'Each Guarantor hereby makes to the Administrative Agent and the other Guarantied Parties all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Loan Agreement and the other Loan Documents, as if the same were set forth herein in full.'
- 'The Seller has determined that this Agreement is effective to transfer to the Administrative Agent, the Managing Agents and the Purchasers, as assignees of the Seller, the full benefit of and a direct claim against LKQ, as Servicer, and each Originator in respect of each representation or warranty made by LKQ, as Servicer, and each Originator under any Transaction Document.'
- 'All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.'
|
+| assigns | - 'This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or transfer its rights hereunder without the prior written consent of both Lenders.'
- 'This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Grantor and Collateral Agent.'
- 'This Agreement shall be binding upon the First Lien Agents, the Senior Secured Parties, the Second Priority Agents, the Second Priority Secured Parties and their respective permitted successors and assigns.'
|
+| taxes | - 'In addition, the Credit Parties shall pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable Law. The Credit Parties shall deliver to Administrative Agent official receipts or other evidence of such payment reasonably satisfactory to Administrative Agent in respect of any Other Taxes payable hereunder promptly after payment of such Other Taxes.'
- 'The Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.'
- 'The Key Person shall be responsible for taxes due upon the settlement of any RSU granted hereunder and upon any later transfer by the Key Person of any Share received upon the settlement of an RSU.'
|
+| litigations | - 'The Borrower or any other Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document, or any Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).'
- 'Other than those matters disclosed on Schedule 5.9 , (a) there are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened, against Borrower or any of its Subsidiaries, and (b)\xa0there are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened, against HTGC that could reasonably be expected to result in a Material Adverse Change.'
- 'There is no litigation, claim, investigation, challenge or other proceeding pending or, to the knowledge of Management Company, threatened against Management Company, its properties or business which seeks to enjoin or prohibit it from entering into this Agreement.'
|
+| insurances | - 'The Seller will maintain in effect, or cause to be maintained in effect, at the Seller’s own expense, such casualty and liability insurance as the Seller shall deem appropriate in its good faith business judgment.'
- 'With respect to the provision of Transition Services under this TSA, Service Provider shall maintain such insurance coverage and in such amounts covering itself and its Affiliates as is commercially reasonable. Upon the reasonable request of Service Recipient, Service Provider shall provide Service Recipient with such information as it shall reasonably request relating to any insurance coverage relevant to a Transition Service provided under this TSA.'
- 'Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance recoveries actually received by the Indemnified Party or its Affiliates.'
|
+| confidentiality | - 'Each party agrees that it and its Affiliates, and its and their respective employees, advisors, agents and representatives, including, with respect to the Company, any third parties engaged to provide the Services pursuant to Section\xa02(c) , shall keep confidential all data, documents, records and information obtained from the other party or its representatives in connection with this Agreement in accordance with Section\xa04.1 of the Purchase Agreement.'
- 'In the event of the consummation or public announcement of the Public Offering, Wainwright shall have the right to disclose its participation in such Public Offering, including, without limitation, the Public Offering at its cost of “tombstone” advertisements in financial and other newspapers and journals.'
- 'Except as requested by the Company, CEI or the other Released Parties, as permitted above or by law that may supersede the terms of this Agreement, or as compelled by valid legal process, the Individual shall treat as confidential the fact and terms of this Agreement and shall not disclose such information to any party other than his spouse, attorney, and accountant or tax advisor, if such persons have agreed to keep such information confidential.'
|
+| waiver of jury trials | - 'Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with respect to this Amendment or any other Credit Document.'
- 'GRANTOR HEREBY EXPRESSLY WAIVE(S) ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR (b) ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE(S) THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.'
- 'EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.'
|
+| terminations | - 'This Guaranty shall remain in full force and effect with respect to each Guarantor until (i) termination of the Loan Agreement in accordance with Section\xa012.10. thereof or (ii)\xa0following the release of a Guarantor or Guarantors in accordance with Section 7.12.(b) of the Loan Agreement, no Person is a Guarantor; provided that the provisions of Section\xa09 of this Guaranty shall continue in full force and effect after such termination.'
- 'Subject to the terms and conditions set forth herein, the Shareholders’ Agreement, and the rights and obligations of the parties thereunder, is hereby terminated, effective immediately, and shall be null and void and no longer of any force or effect; provided , however , that Section 9(j) and Section 9(k) of the Shareholders’ Agreement shall survive the termination of the Shareholders’ Agreement indefinitely.'
- 'The Employee’s employment may be terminated during the Employment Period at any time by the Employee or the Company for any reason.'
|
+| further assurances | - 'Each of Tricadia and Tiptree shall, and shall cause their respective Affiliates to, use good faith efforts to cooperate with each other in all matters relating to the provision and receipt of the Transition Services. Such cooperation shall include exchanging information, performing true-ups and adjustments and seeking all third party consents, licenses, sublicenses or approvals necessary to permit each party to perform its obligations hereunder.'
- 'Where the Vessel is (or is to be) sold in exercise of any power contained in this Deed or otherwise conferred on the Collateral Agent, the Owner undertakes to execute, forthwith upon request by the Collateral Agent, such form of conveyance of the Vessel as the Collateral Agent may require.'
- 'The Owner hereby further undertakes at its own expense from time to time to execute, sign, perfect, do and (if required) register every such further assurance, document, act or thing as in the opinion of the Collateral Agent may be reasonably necessary or desirable for the purpose of more effectually mortgaging and charging the Mortgaged Property or perfecting the security constituted or intended to be constituted by the Mortgage and this Deed.'
|
+| general | - 'Headings contained herein are inserted for convenience of reference only and are not to be considered for the purposes of interpretation. All monetary references are to U.S. Dollars. If anything herein falls to be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day.'
- 'The Customer Support Services will be provided by the following types of Customer Support Agents: [***]. Bank will provide agents for future, mutually agreed upon and approved channels.'
- 'Including products, completed operations liability and personal injury, contractual liability and broad form property damage liability coverage for damages to any property with a minimum combined single limit of [***] per occurrence and [***] general aggregate per location for bodily injury, death, property damage and personal injury.'
|
+| terms | - 'Subject to the severance provisions of Section 5 below, Executive’s employment with the Company shall initially be for a term of two years ending July 31, 2020 (“Termination Date”) and shall thereafter automatically renew for one-year terms unless either party terminates the Agreement with 90 days prior written notice of termination before the end of the then current term.'
- 'All capitalized terms used but not defined in this Amendment shall have the same meaning as prescribed in the Original Agreement.'
- 'The terms of the Plan are incorporated herein by reference and the Key Person’s rights hereunder are subject to the terms of the Plan to the extent they are inconsistent with or in addition to the terms set forth herein. The Key Person hereby agrees to comply with all requirements of the Plan.'
|
+| assignments | - 'No party shall assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other parties hereto, except that Tiptree and Tiptree Parent may assign their respective rights to any other Person that is a direct or indirect subsidiary of Tiptree Parent; provided , that, Tiptree and Tiptree Parent will continue to be bound by their respective obligations hereunder.'
- 'This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.'
- 'Except as otherwise provided in this Agreement, the Grantee may not assign any of his, her or its rights under this Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted to assign its rights or obligations under this Agreement so long as such assignee agrees to perform all of the Company’s obligations hereunder.'
|
+| authority | - 'The execution and delivery by the Servicer of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which the Servicer is a party has been duly executed and delivered by the Servicer.'
- 'Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.'
- 'Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.'
|
+| use of proceeds | - 'No proceeds of any purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.'
- 'The Borrower will use the proceeds of the Delayed Draw Term Loans for general corporate purposes, including, without limitation, to finance the pre-delivery installments due to builder(s) under its or its Subsidiaries’ shipbuilding contracts.'
- 'The proceeds of the Loans shall be used to finance the working capital needs of the Company and its Subsidiaries and for general corporate or entity purposes, including to enable the Company to make valuable transfers to any of its Subsidiaries in connection with the operation of their respective businesses.'
|
+| payments | - 'All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by Law) be paid free and clear of, and without any deduction or withholding on account of, any Taxes.'
- 'Borrower may voluntarily prepay the loan evidenced by this Note in whole or in part at any time; without premium or penalty.'
- 'Each voluntary prepayment of Loans shall be in an aggregate minimum amount of $1,000,000.00 and integral multiples of $100,000.00 in excess thereof (or, if less, the aggregate principal amount of Loans then outstanding).'
|
+| compliance with laws | - 'Grantor will not use the Collateral, or knowingly permit the Collateral to be used, for any unlawful purpose or in violation of any federal, state or municipal law.'
- 'Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.'
- 'No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, fail to (a) comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, all Environmental Laws and the Requirements) and (b) preserve and maintain in full force and effect all material rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business.'
|
+| no conflicts | - 'Upon issuance of the Shares, the Company will have insufficient authorized shares of Common Stock necessary to reserve for the issuance of the Warrant Shares (other than shares issuable upon exercise of the Series C Warrants), and to issue shares of Common Stock issuable upon exercise and/or issuance of certain issued and outstanding derivative securities of the Company.'
- 'Executive represents and warrants that the performance by Executive of the duties that are reasonably expected to be performed hereunder will not result in a material breach of any agreement to which Executive is a party.'
- 'Executive hereby represents that, to the best of his knowledge, his performance of all the terms of this Agreement and his work as an employee or consultant of the Company does not breach any oral or written agreement which he has made prior to his employment with the Company.'
|
+| indemnifications | - 'The Company shall indemnify and hold Employee harmless, to the maximum extent permitted by law, against all liability, expense or loss (including reasonable attorneys’ fees and penalties) incurred by Employee by reason of the fact that Employee is an officer of the Company acting within the scope of Employee’s duties and authorities.'
- 'The Company hereby agrees to indemnify Employee and hold him harmless to the extent provided under the by-laws of the Company against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from Employee’s good faith performance of his duties and obligations with the Company. This obligation shall survive the termination of Employee’s employment with the Company.'
- 'The Company agrees to defend and indemnify and hold the Employee harmless from and against any past, present or future claim, action, demand, loss, cost, expense, liability or other damage arising from, and including reasonable attorney’s fees and costs, amounts, expenses, incurred by or imposed against the Employee and arising out of or relating to any past, present or future claim, action, demand, loss, cost, expense, liability or other damage due to Employee’s employment hereunder.'
|
+| organizations | - 'The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.'
- 'Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.'
- 'Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.'
|
+| base salary | - 'Commencing on the Agreement Effective Date and thereafter during his Employment Period, the Employee shall receive an annual base salary of $273,000 (as such salary may be increased from time to time , the “Annual Base Salary”), which shall be paid no less frequently than on a semimonthly basis.'
- 'Commencing on the Agreement Effective Date and thereafter during his Employment Period, the Employee shall receive an annual base salary of $________ (as such salary may be increased from time to time , the “Annual Base Salary”), which shall be paid no less frequently than on a semimonthly basis.'
- 'During the Term, the Executive’s annual base salary rate shall be $455,000. The Executive’s base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the “Compensation Committee”). The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for executive officers.'
|
+| binding effects | - 'The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns (including assignees of its Loans in whole or in part prior to the effectiveness hereof).'
- 'This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.'
- 'This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Key Person and the Key Person’s executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof.'
|
+| headings | - 'Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.'
- 'Section headings used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty.'
- 'Section headings have been inserted herein for convenience only and shall not be construed to be a part hereof.'
|
+| costs | - 'The Borrowers shall pay to the Administrative Agent all reasonable costs and out-of-pocket expenses of every kind in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto or thereto, including, without limitation, any fees that have been invoiced prior to the date hereof (which fees include, without limitation, the reasonable and documented fees and expenses of any attorneys retained by the Administrative Agent).'
- 'Borrower hereby affirms its obligation under the Loan Agreement to reimburse the Agent for all Lender Group Expenses paid or incurred by the Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the attorneys’ fees and expenses of attorneys for the Agent with respect thereto.'
- 'Janssen will be solely responsible for conducting, at its sole cost and expense, Development of each Janssen Research IRD Product, except that Janssen will use Commercially Reasonable Efforts to Develop [***].'
|
+| definitions | - 'Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Loan Agreement.'
- 'Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.'
- 'In this Agreement unless there is something in the subject matter or context inconsistent therewith, the words and expressions set out in Schedule\xa0”A” shall have the meanings set out in such Schedule\xa0”A” .'
|
+| modifications | - 'This Agreement may be amended, modified, or supplemented only by written agreement of the Parties.'
- 'This Assignment may be amended, modified, or supplemented only by written agreement of the Parties.'
- 'This Agreement, together with the exhibits and schedules hereto, is the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous communications, agreements and understandings with respect to the subject matter hereof, express or implied, oral or written, all of which are merged herein.\xa0\xa0In the event of a conflict between this Agreement and the Management Agreement, the Management Agreement shall control.'
|
+| remedies | - 'Executive acknowledges and understands that the provisions of this Agreement are of a special and unique nature, the loss of which cannot be adequately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement would cause the Company irreparable harm. In the event of a breach or threatened breach by Executive of the provisions of this Agreement, the Company shall be entitled to an injunction restraining him from such breach.'
- 'All rights and remedies of Collateral Agent shall be cumulative and may be exercised singularly or concurrently, at their option, and the exercise or enforcement of any one such right or remedy shall not bar or be a condition to the exercise or enforcement of any other.'
- 'No delay or failure on the part of the Administrative Agent or any other Guarantied Party in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any other Guarantied Party of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.'
|
+| releases | - 'Neither Founder shall issue any press release or public announcement concerning this Agreement or the Company without obtaining the prior written consent of the other Founder hereto, which consent shall not be unreasonably withheld, except as may be required by applicable securities laws, in which case, the publishing Founder shall use reasonable commercial efforts to send the draft public announcement to the other Founder prior to publication thereof.'
- 'Players Network will send out a public communication as required by law to its shareholder and 8k filing pertaining to this agreement.'
- 'This Agreement and the security interests granted hereby shall terminate in accordance with the Indenture and each Intercreditor Agreement (if any).'
|
+| disclosures | - 'Nothing contained in this Agreement limits the Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company.'
- 'The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or regulation; provided , that prior to making any such legally required disclosure, the Recipient shall give the Discloser as much prior notice of the requirement for and contents of such disclosure as is practicable under the circumstances. Any such disclosure, however, shall not relieve the Recipient of its obligations contained herein.'
- 'No event has occurred since the date of the most recently delivered audited financial statements, and no fact or condition exists, which has had a Material Adverse Effect or which could reasonably be expected to have a Material Adverse Effect.'
|
+| participations | - 'The CEO and any Executive who receive a Participation Agreement will be eligible to participate in the Plan effective as of the date of such Participation Agreement.\xa0\xa0The terms and conditions of the severance benefit potentially payable to a Participant will be subject to the Participation Agreement delivered to the Participant and to the Plan.\xa0\xa0In the event of an explicit discrepancy between a Participation Agreement and the Plan, the Participation Agreement will control.'
- 'An employee shall become a Participant as of the first day of the calendar month coincident with or next following the date he or she first becomes an Eligible Executive Officer (the “Entry Date”), provided that he or she remains a member of the select group of officers for whom this Plan is designed through his or her Entry Date.'
- 'An Eligible Employee becomes a Participant upon the earlier to occur of: (a) a credit of Company Contributions under Article V, or (b) receipt of notification of eligibility to participate.'
|
+| vesting | - 'All Company matching contributions under Section 2.5(a) and Company additional discretionary contributions under Section 2.5(b) are 100% vested.'
- 'A Participant’s Account Balance attributable to QACA Safe Harbor Contributions is one hundred percent (100%) vested after two (2) years. Participants will become fully vested upon their Death or Disability as defined herein. If the Plan already defines Year of Service for purposes of vesting, then that definition applies to this QACA vesting schedule.'
- 'The Restricted Shares shall not become fully vested until the Key Employee has continued his/her employment with the Bank for a period of five (5) years from the effective date of this Agreement. For this purpose, the effective date of this Agreement will be \u2002\u2002\u2002\u2002\u2002,2019, and the date the Restricted Shares shall become fully vested shall be \u2002\u2002\u2002\u2002\u2002, 2027.'
|
+| no waivers | - 'Collateral Agent shall not be deemed to have waived any of its rights hereunder or under any other agreement, instrument or paper signed by Grantor unless such waiver is in writing and signed by Collateral Agent. No delay or omission on the part of Collateral Agent in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion.'
- 'No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.'
- 'No failure or delay by a Founder in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy.'
|
+| withholdings | - 'The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling.'
- 'All Deferrals and distributions shall be subject to legally required income and employment tax withholding. Such taxes shall include, but not necessarily be limited to, Social Security taxes on Deferrals, Matching Contributions, Company Profit Sharing Contributions and/or Other Contributions at the time they are vested and income taxes on distributions.'
- 'The Company shall have the right to deduct from any payment hereunder all taxes (federal, state or other) which it is required to withhold therefrom.'
|
+| miscellaneous | - 'All section headings are for convenience only. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.'
- 'This Agreement may be executed in two or more counterparts (including via facsimile), each of which shall be deemed an original. but all of which together shall constitute one and the same instrument. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.'
- 'Authority of the Representative .\xa0 Any action by the Initial Purchasers hereunder may be taken by J.P. Morgan Securities LLC on behalf of the Initial Purchasers, and any such action taken by J.P. Morgan Securities LLC shall be binding upon the Initial Purchasers.'
|
+| jurisdictions | - 'This Agreement shall be construed in accordance with and governed by the law of the State of New York.'
- 'The provisions set forth in Sections 9.09 and 9.10 of the Credit Agreement are hereby incorporated mutatis mutandis with all references to the “Agreement” therein being deemed references to this Agreement.'
- '(a)\xa0 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT LOCAL LAW GOVERNS THE CREATION, PERFECTION, PRIORITY OR ENFORCEMENT OF SECURITY INTERESTS.'
|
+| closings | - 'Subject to the terms and conditions of this Agreement, the closing of the transactions described herein (the “ Closing ”) is taking place simultaneously with the execution and delivery of this Agreement by the parties at 780 Third Avenue, New York, New York 10017 (the date the Closing takes place, the “ Closing Date ”).'
- 'Subject to the terms and conditions of this Agreement, and unless otherwise agreed in writing by the Parties, the closing of the Transactions shall occur at 11:59 p.m.\xa0(Dallas, Texas time) on the date hereof (the “ Effective Time ”).'
- 'The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).'
|
+| integration | - 'The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section\xa02 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.'
- 'This Agreement and the other Loan Documents represent the entire agreement of the Company, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.'
- 'Except as specifically stated otherwise herein, this Agreement and Related Documents set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the Related Documents. This Agreement may not be modified, amended, waived or supplemented except as provided herein.'
|
+| fees | - 'That Defaulting Lender (x)\xa0shall not be entitled to receive any Commitment Fee pursuant to Section\xa02.8(a)(i) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y)\xa0shall be limited in its right to receive L/C Participation Fees as provided in Section\xa02.8(a)(iii).'
- 'The Borrower agrees to pay the administrative and other fees of the Agent pursuant to the Fee Letter and as may otherwise be agreed to in writing by the Borrower and the Agent from time to time.'
- 'The Borrower agrees to pay to the Agent a fee equal to $2,500 at the time of each Bid Rate Quote Request made hereunder for services rendered by the Agent in connection with Bid Rate Loans.'
|
+| effective dates | - 'The amended and restated Plan is effective as of January 1, 2019. The rights and benefits of and/or with respect to a Participant whose employment terminated prior to January 1, 2019 shall be determined under the provisions of the Plan in effect when his/her employment terminated.'
- 'This TSA shall become effective on the Effective Date and, unless terminated earlier pursuant to Section\xa07.02 below, shall remain in full force and effect until the latest date of expiration (the “ Final Term ”) of the Term for any Transition Service hereunder.'
- 'If the Commitments are increased in accordance with this Section, the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase in consultation with the Administrative Agent. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date.'
|
+| enforcements | - "This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies."
- 'This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.'
- 'The Corporation expressly confirms and agrees that it has entered into this Agreement in order to induce Indemnitee to continue to serve as director and/or officer of the Corporation and acknowledges that Indemnitee is relying upon this Agreement in continuing in such capacity.'
|
+| financial statements | - 'Borrower has furnished to the Lenders (a)\xa0the audited consolidated financial statements of Borrower for the Fiscal Year ended March\xa029, 2013, and (b)\xa0the unaudited consolidated financial statements of Borrower for the Fiscal Quarter ended October\xa04, 2013.'
- 'The Borrower shall have delivered to the Administrative Agent or filed with the SEC its 10-K report for the period ending on December 31, 2017 and its 10-Q reports for the periods ending on March 31, 2018, June 30, 2018 and September 30, 2018.'
- 'The Administrative Agent shall have received the audited financial statements referred to in subsection 4.1.'
|
+| capitalization | - 'The Company currently has 220,599,761 shares of Common Stock issued and outstanding. In addition, 53,287,499 shares of Common Stock have been reserved for issuance, or are issuable upon exercise or conversion of outstanding derivative securities.'
- 'The shares of Common Stock underlying the Restricted Stock Units may be adjusted as provided in the Plan including, without limitation, Section \xa011 of the Plan. The Participant, by accepting this Agreement, irrevocably and unconditionally consents and agrees to any such adjustments as may be made at any time hereafter.'
- 'The shares of Common Stock underlying the Restricted Stock Units may be adjusted as provided in the Plan. The Participant, by accepting this Agreement, irrevocably and unconditionally consents and agrees to any such adjustments as may be made at any time hereafter.'
|
+| benefits | - 'During the period of employment, the Company shall provide Executive with such employee benefits as are provided by the Company generally to its executive employees. In additon, Company shall provide Executive at Company’s expense, or shall reimburse Executive, for appropriate telecommunications and internet service and devices as needed for Executive to perform his duties pursuant to this Agreement.'
- 'This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Key Person and the Key Person’s executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof.'
- 'The Termination Date shall be the termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by the Company and its subsidiaries.'
|
+| interpretations | - 'The covenants contained in this Section\xa07 are intended to be construed as a series of separate covenants. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced.'
- 'The captions used herein are intended for convenience of reference only and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Agreement. This Agreement is not intended to carry over any economic entitlements or obligations that may have arisen among the parties under the Existing Agreement due to events preceding this Agreement other than those specifically contemplated herein and should be interpreted accordingly to the extent applicable.'
- 'Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.'
|
+| subsidiaries | - 'The Borrower owns, directly or indirectly, free and clear of any Lien (other than Liens expressly permitted by Section 6.01 or 6.02), all of the issued and outstanding shares of common stock of each of the Principal Subsidiaries.'
- 'The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.'
- 'Solely for the purposes of determining whether an Event of Default has occurred under clause\xa0(h), (i) or (l) of Section\xa07.01, any reference in any such clause to any Subsidiary shall be deemed not to include any Immaterial Subsidiary affected by any event or circumstance referred to in any such clause.'
|
+| solvency | - 'This Agreement may be immediately terminated in its entirety by a Party by providing written notice of termination to the other Party in the event of an Insolvency Event of the other Party.'
- 'The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Receivables, nor does the Seller anticipate any pending insolvency.'
- 'As of the First Amendment and Restatement Effective Date, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.'
|
+| cooperation | - 'Upon a Party’s request, the other Party shall provide the prosecuting and maintaining Party with all reasonable assistance and cooperation in connection with its prosecution and maintenance of the applicable Patents, including by providing access to relevant persons and executing all documentation reasonably requested by the prosecuting and maintaining Party.'
- 'Each Party agrees, without further consideration, to cooperate and diligently perform any further acts, deeds and things and to execute and deliver any documents that may from time to time be reasonably necessary or otherwise reasonably required to consummate, evidence, confirm and/or carry out the intent and provisions of this Agreement, all without undue delay or expense.'
- 'Subject to your other commitments, you agree to reasonably cooperate (but only truthfully) with the Company and provide information as to matters which you were personally involved, or have information on, during your employment with the Company and which are or become the subject of litigation or other dispute.\xa0 The Company shall pay for any reasonable out-of-pocket expenses incurred by you in connection with your performance of the obligations pursuant to this Section 18.'
|
+| approvals | - 'Other than as set forth on Schedule 1.4 , no Tricadia Group Entity is required to obtain any consent or approval from any Person or provide notice to any Person in connection with the execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated by this Agreement, except where any such failure would not be materially adverse to the Tricadia Business.'
- 'Except as previously obtained or made and as provided in Section \xa09.2(e) , no authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Agency is or will be required to authorize or permit under applicable Laws the execution, delivery and performance by Borrower or any Subsidiary Guarantor of the Loan Documents to which it is a party (except where the failure to do so does not constitute a Material Adverse Effect).'
- 'The implementation of the Plan, the granting of any stock options under the Plan and the issuance of any shares of Common Stock (i) upon the exercise of any stock option or (ii) under the Stock Issuance Program shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the stock options granted under it and the shares of Common Stock issued pursuant to it.'
|
+| construction | - 'The parties hereto acknowledge and agree that the language of this Release Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any of the parties.'
- 'The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.'
- 'The various captions and section headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Notwithstanding anything to the contrary, in all cases, the use of the term “including” shall be construed as being inclusive and shall be deemed to mean “including, without limitation,”.'
|
+| intellectual property | - '(a) Attached hereto as Schedule\xa011(a) is a schedule setting forth all of each Company’s Patents and Trademarks (each as defined in the Collateral Agreement) applied for or registered with the United States Patent and Trademark Office, and all other Patents and Trademarks (each as defined in the Collateral Agreement), including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each Patent or Trademark owned by each Company.'
- '(a) Attached hereto as Schedule\xa011(a ) is a schedule setting forth all of the Company’s Patents and Trademarks (each as defined in the Collateral Agreement) applied for or registered with the United States Patent and Trademark Office, and all other Patents and Trademarks (each as defined in the Collateral Agreement), including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each Patent or Trademark owned by the Company.'
- 'As of the Closing Date, the Company and each Principal Domestic Subsidiary own, or are licensed to use, all United States Intellectual Property necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to own or be licensed would not reasonably be expected to have a Material Adverse Effect.'
|
+| brokers | - 'No agent, broker, financial advisor or other intermediary acting on behalf of any Tricadia Group Entity or any of their Affiliates is, or will be, entitled to any broker’s commission, finder’s fees or similar payment from any of the parties hereto, or from any Affiliate of any of the parties hereto, in connection with the transactions contemplated by this Agreement.'
- 'The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.'
- 'Neither the Company nor any Subsidiary or any related entities (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in the FINRA Manual).'
|
+| enforceability | - 'The Borrower or any other Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document, or any Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).'
- 'The failure of the Participants or the Company to insist upon strict adherence to any term of the Plan on any occasion shall not be considered а waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of the Plan.'
- 'This Interim Order shall constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052 and shall take effect and be fully enforceable nunc pro tunc to the Petition Date immediately upon execution hereof. Any findings of fact shall constitute a finding of fact even if it is stated as a conclusion of law, and any conclusion of law shall constitute a conclusion of law even if it is stated as a finding of fact.'
|
+| authorizations | - 'The execution and performance of this Agreement have been duly authorized by all necessary action and do not and will not: (a) require any consent or approval of the members or stockholders of any entity, or the consent of any governmental entity, which in each case has not been obtained; or (b) violate any provision of any indenture, contract, agreement or instrument to which it is a party or by which it is bound.'
- 'Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Seller of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.'
- 'No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Servicer of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder in its capacity as Servicer.'
|
+| consents | - 'Other than as set forth on Schedule 1.4 , no Tricadia Group Entity is required to obtain any consent or approval from any Person or provide notice to any Person in connection with the execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated by this Agreement, except where any such failure would not be materially adverse to the Tricadia Business.'
- 'Each Lender hereby consents to the Lids Disposition, and the Agent hereby waives any notices required or that will be required as a result of the Lids Disposition, including, without limitation, notices pursuant to Section 5.3 of the Credit Agreement.'
- 'Newmont headquarters is located at 6363 South Fiddler’s Green Circle, Suite 800, Greenwood Village, Colorado 80111 U.S.A., and grants awards to employees of Newmont and its Subsidiaries, at Newmont’s sole discretion. If Employee would like to participate in the Plan, please review the following information about Newmont’s data processing practices and declare Employee’s consent.'
|
+| tax withholdings | - 'The Company shall have the right to deduct from any payment hereunder all taxes (federal, state or other) which it is required to withhold therefrom.'
- 'The Company may withhold from any benefits payable under this Plan all federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling.'
- 'Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law.'
|
+| arbitration | - 'The Parties agree that any and all disputes arising out of, or relating to, the terms of this Release, their interpretation, and any of the matters herein released, shall be subject to binding arbitration as described in Section 9(c) of the Employment Agreement.'
- 'The Parties agree that any dispute or controversy arising out of, relating to, or concerning the interpretation, construction, performance, or breach of this Agreement will be settled by arbitration to be held in Multnomah County, Oregon, in accordance with the terms and conditions of the Confidentiality Agreement.'
- 'This Award Certificate shall be governed by, and construed in accordance with, the laws of the State of California (disregarding any choice-of-law provisions). If the Participant is a party to an agreement with the Corporation to arbitrate claims, such agreement to arbitrate claims shall apply as to any dispute or disagreement regarding the Participant’s rights under this Award Certificate.'
|
+| transactions with affiliates | - 'Directly or indirectly enter into or permit to exist any transaction with any Affiliate of Borrower except for transactions that (i)\xa0are in the ordinary course of Borrower’s business, (ii)\xa0are upon fair and reasonable terms, (iii)\xa0are fully disclosed to Agent, and (iv)\xa0are no less favorable to Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate.'
- 'Except as set forth in the SEC Documents, to the knowledge of the Company, none of the Company’s stockholders, officers or directors or any family member or affiliate of any of the foregoing, has either directly or indirectly an interest in, or is a party to, any transaction that is required to be disclosed as a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.'
- 'Neither the REIT nor any of its Subsidiaries is a party to any transaction, arrangement or contract (including any lease or other rental agreement) with any of its Affiliates other than as permitted by Section 9.10 hereof.'
|
+| applicable laws | - 'THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW\xa0YORK.'
- 'The Requisite Lenders may direct the Agent to, and the Agent if so directed shall, exercise all other rights and remedies it may have under any Applicable Law.'
- 'THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.'
|
+| defined terms | - 'As used in this Agreement, the terms listed in this Section\xa01.1 shall have the respective meanings set forth in this Section\xa01.1.'
- 'Unless otherwise defined herein, capitalized terms or matters of construction defined or established in the Loan Agreement shall be applied herein as defined or established therein.'
- 'Except as otherwise indicated herein, all words and terms defined in the Existing Agreement shall have the same meanings when used herein.'
|
+| change in control | - 'Upon a Change in Control that occurs during the Performance Period and prior to the Participant’s Termination due to death, Disability or Retirement, for purposes of determining the number of earned Shares under the Performance Share Units, the closing date of the transaction that constitutes the Change in Control (the “ Change in Control Date ”) shall be deemed the Last Day of the Performance Period .'
- 'In accordance with Section 10.1(a) of the Plan, in the event of a Change in Control, the RSUs shall vest immediately prior to the time of such Change in Control, except to the extent that the RSUs are replaced with a Replacement Award. If the RSUs are replaced with a Replacement Award, then from and after the Change in Control, references herein to "RSUs" shall be deemed to refer to the Replacement Award.'
- 'In the event of a Change in Control, the Eligible Employee shall immediately be fully vested in his or her benefit under the Plan.'
|
+| no defaults | - 'No Default or Event of Default shall have occurred and be continuing.'
- 'No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.'
- 'No Default or Event of Default other than the Interest Default shall have occurred and be continuing as of the date the condition set forth in Section\xa03(a) is satisfied.'
|
+| adjustments | - 'Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.'
- 'Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this UK Option Agreement and the UK Sub-Plan.'
- 'The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction effected with respect to the Common Stock except as specifically stated herein.'
|
+| non-disparagement | - 'Each Participant agrees that, following any termination of his or her employment with the Company, such Participant will not disparage, orally or in writing, the Company, the management of the Company, any product or service provided by the Company or the future prospects of the Company.'
- 'Executive agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees.'
- 'Ms.\xa0Meyerrose agrees that she will not make any derogatory or disparaging statements about the Company or its present or former agents, employees, officers, or directors. Officers of the Company with knowledge of this Agreement agree that they will not make any derogatory or disparaging statements about Ms.\xa0Meyerrose.'
|
+| employment | - 'Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or the Executive to have the Executive remain in the employment of the Company or any Subsidiary prior to or following any Change in Control or otherwise.'
- 'This Plan shall not be deemed to create a contract of employment between any Participant and the Company and/or its Affiliates. Nothing contained in the Plan shall (a) confer upon any Participant any right with respect to continuation of employment with the Company or (b) subject to the rights and benefits of any Participant hereunder, interfere in any way with the right of the Company to terminate such Participant’s employment at any time.'
- 'Nothing in this Plan gives any Participant the right to be retained in the service of the Company, nor will it interfere with the right of the Company to discharge or otherwise deal with Participants without regard to the existence of this Plan.'
|
+| positions | - 'Chief Executive Officer and President. Executive shall report in such capacity to the Board.'
- 'Chief Financial Officer. Executive shall report in such capacity to Company’s Chief Executive Officer.'
- 'The Motion is granted on an interim basis in accordance with the terms of this Interim Order. Any objections to the Motion with respect to the entry of the Interim Order that have not been withdrawn, waived or settled are hereby denied and overruled on their merits.'
|
+| erisa | - 'No ERISA Default has occurred and is continuing.'
- 'ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.'
- 'The Servicer shall give the Facility Agent and each Lender prompt written notice of any event that results in the imposition of a Lien on the Collateral under Section 430 of the Code or Section 303(k) or 4068 of ERISA. The Servicer shall not, and shall not cause or permit any of its Affiliates to, cause or permit to occur an event that results in the imposition of a Lien on the Collateral under Section 430 of the Code or Section 303(k) or 4068 of ERISA.'
|
+| warranties | - 'Each Guarantor hereby makes to the Administrative Agent and the other Guarantied Parties all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Loan Agreement and the other Loan Documents, as if the same were set forth herein in full.'
- 'The Seller has determined that this Agreement is effective to transfer to the Administrative Agent, the Managing Agents and the Purchasers, as assignees of the Seller, the full benefit of and a direct claim against LKQ, as Servicer, and each Originator in respect of each representation or warranty made by LKQ, as Servicer, and each Originator under any Transaction Document.'
- 'EXCEPT AS EXPRESSLY SET FORTH IN THIS TSA, SERVICE PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE NATURE OR QUALITY OF THE TRANSITION SERVICES TO BE PROVIDED BY SERVICE PROVIDER OR THE RESULTS THAT WILL BE OBTAINED BY USING OR APPLYING SUCH TRANSITION SERVICES, INCLUDING ANY WARRANTY OR CONDITION OF NONINFRINGEMENT, MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.'
|
+| disability | - 'If Executive’s employment shall be terminated by reason of Executive’s death or Disability, then the Company will provide Executive with the Accrued Obligations. Thereafter, the Company shall have no further obligation to Executive or Executive’s legal representatives.'
- 'In the event the employment of a Participant is terminated by the Company for Cause or due to the death or Disability of the Participant no severance benefits will be payable pursuant to the Plan.'
- 'If your employment with or service to the Company, a Subsidiary or an Affiliate terminates by reason of Disability, this Stock Option shall become fully vested and exercisable and may thereafter be exercised by you (or your legal representative or similar person) until the date which is one year after the effective date of your termination of employment or service, or if earlier, the expiration date of the term of this Stock Option.'
|
+| interests | - 'Interest shall accrue on the principal balance hereof at a fixed rate of 7.25% per annum.'
- 'Interest shall accrue on the principal balance hereof at a fixed rate of 8.50% per annum.'
- 'Interest shall accrue on the then outstanding balance of the Principal Amount at a fixed interest rate per annum equal to 8%. Accrued interest shall be payable in cash in arrears on the last day of each calendar quarter, with first interest payment to commence on June 30, 2019, until the Principal Amount is paid in full. If at any time the outstanding Principal Amount shall be paid in full, then all accrued interest shall be payable at the time of such principal payment.'
|
+| duties | - 'The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.'
- 'Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.'
- 'The Agent may execute any of its respective duties under this Agreement or the other Transaction Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by the Agent with reasonable care.'
|
+| specific performance | - 'Each First Lien Agent may demand specific performance of this Agreement. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First Lien Agent.'
- 'The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.'
- 'The parties hereto recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law.\xa0 Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.'
|
+| anti-corruption laws | - 'The Borrower will not, and will not permit any of its Subsidiaries to, fail to maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.'
- 'Conduct its business in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws.'
- 'None of the Loan Parties or their Subsidiaries have breached the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or any other similar anti-corruption legislation in other jurisdictions the effect of which breach is or could reasonably be expected to be material to the Loan Parties, taken as a whole, and the Loan Parties and their Subsidiaries have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.'
|
+| vacations | - 'During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies.'
- 'During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company and its affiliated companies.'
- 'During the Employment Period, the Employee shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company and its affiliated companies.'
|
+| generally | - 'The Customer Support Services will be provided by the following types of Customer Support Agents: [***]. Bank will provide agents for future, mutually agreed upon and approved channels.'
- 'Except as otherwise provided in this Section\xa03 , the RSUs subject to this Award shall become vested in accordance with the Vesting Schedule.'
- 'Except as otherwise provided in this Section\xa03 , the PRSUs subject to this Award shall become vested in accordance with the Performance Vesting Conditions; provided that the Participant remains continuously employed by the Company or an Affiliate from the Grant Date through the Vesting Date set forth above.'
|
+| publicity | - 'The parties agree that a public announcement and/or similar publicity with respect to the transactions contemplated hereby will be issued by the BDC following the date hereof. The contents of such announcement and/or publicity by the BDC will be subject to the approval of Trinity (such approval not to be unreasonably withheld). For the avoidance of doubt, any such announcement and/or publicity may be transmitted by the BDC by email to its general contacts.'
- 'Consultant may not publish or refer to Work Product, in whole or in part, without the prior express written consent of AVROBIO. Consultant will not use the name, logo, trade name, service mark, or trademark, or any simulation, abbreviation, or adaptation of same, or the name of AVROBIO or any of its affiliates for publicity, promotion, or other uses without AVROBIO’s prior written consent.'
- 'Neither party may issue a press release, public announcement, advertisement or other form of publicity concerning the existence of this Agreement or the terms of this Agreement without obtaining the prior written consent of the other party, provided that the Company may make disclosure pursuant to its obligations under applicable securities laws and regulations and/or requirements of the New York Stock Exchange.'
|
+| choice of laws | - 'THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.'
- 'This Agreement and the Notice of Restricted Stock Grant shall be governed by, and construed in accordance with, the laws of the State of Delaware, 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.'
- 'This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado, notwithstanding any state’s choice-of-law rules to the contrary.'
|
+| liens | - 'Except for the conveyances hereunder, Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Receivables or the Other Conveyed Property or any interest therein, and Seller shall defend the right, title, and interest of Purchaser and the Issuer in and to the Receivables and the Other Conveyed Property against all claims of third parties claiming through or under Seller.'
- 'No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, allow or suffer to exist any Liens, other than Permitted Liens.'
- 'The Administrator will not directly or indirectly create, suffer or allow to exist any Lien on the Collateral other than Permitted Liens.'
|
+| death | - 'In the event of termination due to death or Disability, Executive or his legal representative shall be entitled to any Base Compensation earned through the last date of employment. In addition, Executive will remain eligible for all applicable benefits relative to death or disability pursuant to the plans, if any, in place at the time.'
- 'If Participant’s Employment terminates under circumstances described in Section\xa03(a) , then upon Participant’s subsequent death, all unpaid amounts payable to Participant under Section\xa03(a)(i) , (ii) , (iii) \xa0or (vi) , if any, shall be paid to Participant’s Beneficiary.'
- 'The Executive’s employment hereunder shall terminate upon her death.'
|
+| purposes | - 'The Seller has determined that, from a business viewpoint, the purchase of the Receivables and related interests thereto from the Originators under the Receivables Sale Agreement , and the sale of Purchaser Interests to the Administrative Agent, for the benefit of the Purchasers, and the other transactions contemplated herein, are in the best interests of the Seller.'
- 'The Program established pursuant to this Agreement will allow customers of Company, through Bank’s standard and customized technology and financial products and services (including the establishment of T-Mobile Customer Accounts, the issuance of Cards and other financial products and services, as further described herein), to receive and use the T-Mobile Financial Services.'
- 'The purpose of the Fund shall be to make loans, and purchase assignments or participations in loans that have already been made (in either case, “ Underlying Loans ”), either directly or indirectly through subsidiaries or other Persons, and to engage in any other lawful business.'
|
+| information | - 'Each Lender shall have received, on or prior to the Closing Date, all documentation and other information reasonably requested by such Lender that is required by bank regulatory authorities under applicable “know your customer,” anti-money laundering and foreign asset control rules and regulations and any other compliance or regulatory considerations applicable to such Lender (including the Patriot Act), including the information described in Section\xa010.19.'
- 'The Agent shall periodically deliver to the Revolving Lenders information setting forth the Stated Amount of all outstanding Letters of Credit. Other than as set forth in this subsection, the Agent shall have no duty to notify the Revolving Lenders regarding the issuance or other matters regarding Letters of Credit issued hereunder. The failure of the Agent to perform its requirements under this subsection shall not relieve any Revolving Lender from its obligations under Section\xa02.5.(j).'
- 'From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower, any other Loan Party or any other Subsidiary as the Agent or any Lender may reasonably request.'
|
+| compensation | - 'The Executive will be entitled to incentive compensation and bonuses as provided below, and in any other plan of the Bank in which Executive is eligible to participate.'
- 'The compensation to be paid by Bank to Executive from time to time, including any fringe benefits or other employee benefits, shall not be governed by this Agreement. This Agreement shall not be deemed to affect the terms of any stock options, employee benefits or other agreements between the Bank and Executive.'
- 'The Managers will not receive any compensation. However, the Managers shall be reimbursed by the Fund for their reasonable out-of-pocket expenses, if any, of attendance at meetings of the Board of Managers.'
|
+| consent to jurisdiction | - 'The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 9.05 and 9.06 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis .'
- 'Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the state or federal courts of Washington within King County.'
- 'Each of the parties hereto irrevocably consents to personal jurisdiction in any action brought in connection with this Agreement in the United States District Court for the Central District of California or any California court of competent jurisdiction. The parties also consent to venue in the above forums and to the convenience of the above forums. Any suit brought to enforce the provisions of this Agreement must be brought in the aforementioned forums.'
|
+| successors | - 'This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or transfer its rights hereunder without the prior written consent of both Lenders.'
- 'This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Grantor and Collateral Agent.'
- 'This Agreement shall be binding upon the First Lien Agents, the Senior Secured Parties, the Second Priority Agents, the Second Priority Secured Parties and their respective permitted successors and assigns.'
|
+| limitation of liability | - 'No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.'
- 'No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.'
- 'The Limited Partners shall have no liability under this Agreement (other than for breach thereof) except as expressly provided in Section 10.04, \xa013.02(d) or under the Act.'
|
+| books | - 'The Company shall and shall cause each other Loan Party to keep proper books of records and account in which entries are made in a manner so as to permit preparation of financial statements in conformity with GAAP (or, in the case of any Foreign Subsidiary, generally accepted accounting principles in effect in the jurisdiction of organization of such Foreign Subsidiary).'
- 'The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.'
- 'Keep adequate records and books of account reflecting all financial transactions in conformity in all material respects with GAAP, consistently applied, and in conformity in all material respects with all applicable requirements of any Governmental Agency having regulatory jurisdiction over Borrower and its Restricted Subsidiaries.'
|
+| exercise price | - 'The exercise price per Warrant Share under this Warrant shall be $3.125, subject to adjustment hereunder (the “Exercise Price”).'
- 'Whenever the Exercise Price is adjusted pursuant to any provision of this Section\xa03, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.'
- 'Each Award Agreement shall state the Exercise Price, if applicable. Subject to Sections 3, 7.2 and 8.2 and to the foregoing, the Committee may reduce the Exercise Price of any outstanding Award, on terms and subject to such conditions as it deems advisable. The Exercise Price shall also be subject to adjustment as provided in Section 14 hereof.'
|
+| register | - 'The registered agent and office of the Fund shall be as provided in the Fund’s certificate of formation, or as otherwise determined by the Board of Managers.'
- 'The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.'
- 'Upon its receipt of an agreement referred to in clause (ii)(y) above executed by an Assuming Lender or any Increasing Lender, together with the certificate referred to in clause (ii)(x) above, the Administrative Agent shall, if such agreement has been completed, (x) accept such agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.'
|
+| powers | - 'The execution and delivery by the Servicer of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which the Servicer is a party has been duly executed and delivered by the Servicer.'
- 'Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.'
- 'The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the Note and any other documents or items executed in connection with the transactions contemplated herein (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and thereby.'
|
+| good standings | - 'Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.'
- 'TI is a legal entity duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite corporate power to enter into this Agreement and to carry its business as it has been and is currently conducted.'
- 'The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of organization, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted.'
|
+| transferability | - 'Except as expressly provided in the Plan or this Agreement, the RSUs may not be sold, assigned, transferred, pledged or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process, except by will or the laws of descent and distribution. Any attempted sale, assignment, transfer, pledge or other disposition of any RSU prior to vesting shall be null and void and without effect.'
- 'Except as expressly provided in the Plan or this Agreement, the RSUs may not be sold, assigned, transferred, pledged or otherwise disposed of, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process, except by will or the laws of descent and distribution. Any attempted sale, assignment, transfer, pledge or other disposition of any RSU prior to vesting shall be null and void and without effect.'
- 'To the maximum extent permitted by law, no benefit under the Plan may be assignable or subject in any manner to alienation, sale, transfer, claims of creditors, pledge, attachment, or encumbrances of any kind.'
|
+| permits | - 'Neither any Credit Party nor any of their Subsidiaries is in violation of any term of or in default under its certificate or articles of incorporation or bylaws or other governing documents. Neither any Credit Party nor any of their Subsidiaries is in violation of any judgment, decree or order or any law, rule, regulation, statute or ordinance applicable to any Credit Party or any of their Subsidiaries (including, without limitation, all Environmental Laws and the Requirements).'
- 'The Company has all certificates of occupancy, rights, permits, certificates, licenses, franchises, approvals and other authorizations as are reasonably necessary to conduct its respective business and to own, lease, use, operate and occupy its assets, at the places and in the manner now conducted and operated, except those the absence of which would not materially adversely affect its respective business.'
- 'Seller has received no written notice of any violations which remain uncured of any licenses and permits affecting any Property.'
|
+| existence | - 'The Company shall continue to engage primarily in the automotive business and preserve, renew and keep in full force and effect its organizational existence and take all reasonable actions to maintain all rights necessary for the normal conduct of its principal line of business, except, in each case, (i)\xa0to the extent that failure to do so would not have a Material Adverse Effect and (ii)\xa0as otherwise permitted or provided in the Loan Documents.'
- 'No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, allow or suffer to exist any Liens, other than Permitted Liens.'
- 'So long as the Buyer beneficially owns the Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith.'
|
+
+## Evaluation
+
+### Metrics
+| Label | Accuracy |
+|:--------|:---------|
+| **all** | 0.9425 |
+
+## Uses
+
+### Direct Use for Inference
+
+First install the SetFit library:
+
+```bash
+pip install setfit
+```
+
+Then you can load this model and run inference.
+
+```python
+from setfit import SetFitModel
+
+# Download from the 🤗 Hub
+model = SetFitModel.from_pretrained("scholarly360/setfit-contracts-clauses")
+# Run inference
+preds = model("In the event of a Change in Control, the Eligible Employee shall immediately be fully vested in his or her benefit under the Plan.")
+```
+
+
+
+
+
+
+
+
+
+## Training Details
+
+### Training Set Metrics
+| Training set | Min | Median | Max |
+|:-------------|:----|:--------|:----|
+| Word count | 8 | 48.2975 | 87 |
+
+| Label | Training Sample Count |
+|:-----------------------------|:----------------------|
+| governing laws | 4 |
+| counterparts | 4 |
+| notices | 4 |
+| entire agreements | 4 |
+| severability | 4 |
+| waivers | 4 |
+| amendments | 4 |
+| expenses | 4 |
+| survival | 4 |
+| representations | 4 |
+| assigns | 4 |
+| taxes | 4 |
+| litigations | 4 |
+| insurances | 4 |
+| confidentiality | 4 |
+| waiver of jury trials | 4 |
+| terminations | 4 |
+| further assurances | 4 |
+| general | 4 |
+| terms | 4 |
+| assignments | 4 |
+| authority | 4 |
+| use of proceeds | 4 |
+| payments | 4 |
+| compliance with laws | 4 |
+| no conflicts | 4 |
+| indemnifications | 4 |
+| organizations | 4 |
+| base salary | 4 |
+| binding effects | 4 |
+| headings | 4 |
+| costs | 4 |
+| definitions | 4 |
+| modifications | 4 |
+| remedies | 4 |
+| releases | 4 |
+| disclosures | 4 |
+| participations | 4 |
+| vesting | 4 |
+| no waivers | 4 |
+| withholdings | 4 |
+| miscellaneous | 4 |
+| jurisdictions | 4 |
+| closings | 4 |
+| integration | 4 |
+| fees | 4 |
+| effective dates | 4 |
+| enforcements | 4 |
+| financial statements | 4 |
+| capitalization | 4 |
+| benefits | 4 |
+| interpretations | 4 |
+| subsidiaries | 4 |
+| solvency | 4 |
+| cooperation | 4 |
+| approvals | 4 |
+| construction | 4 |
+| intellectual property | 4 |
+| brokers | 4 |
+| enforceability | 4 |
+| authorizations | 4 |
+| consents | 4 |
+| tax withholdings | 4 |
+| arbitration | 4 |
+| transactions with affiliates | 4 |
+| applicable laws | 4 |
+| defined terms | 4 |
+| change in control | 4 |
+| no defaults | 4 |
+| adjustments | 4 |
+| non-disparagement | 4 |
+| employment | 4 |
+| positions | 4 |
+| erisa | 4 |
+| warranties | 4 |
+| disability | 4 |
+| interests | 4 |
+| duties | 4 |
+| specific performance | 4 |
+| anti-corruption laws | 4 |
+| vacations | 4 |
+| generally | 4 |
+| publicity | 4 |
+| choice of laws | 4 |
+| liens | 4 |
+| death | 4 |
+| purposes | 4 |
+| information | 4 |
+| compensation | 4 |
+| consent to jurisdiction | 4 |
+| successors | 4 |
+| limitation of liability | 4 |
+| books | 4 |
+| exercise price | 4 |
+| register | 4 |
+| powers | 4 |
+| good standings | 4 |
+| transferability | 4 |
+| permits | 4 |
+| existence | 4 |
+
+### Training Hyperparameters
+- batch_size: (16, 16)
+- num_epochs: (2, 2)
+- max_steps: -1
+- sampling_strategy: oversampling
+- body_learning_rate: (2e-05, 1e-05)
+- head_learning_rate: 0.01
+- loss: CosineSimilarityLoss
+- distance_metric: cosine_distance
+- margin: 0.25
+- end_to_end: False
+- use_amp: False
+- warmup_proportion: 0.1
+- seed: 42
+- eval_max_steps: -1
+- load_best_model_at_end: True
+
+### Training Results
+| Epoch | Step | Training Loss | Validation Loss |
+|:-------:|:---------:|:-------------:|:---------------:|
+| 0.0001 | 1 | 0.1159 | - |
+| 0.0051 | 50 | 0.1675 | - |
+| 0.0101 | 100 | 0.1142 | - |
+| 0.0152 | 150 | 0.1509 | - |
+| 0.0202 | 200 | 0.0455 | - |
+| 0.0253 | 250 | 0.0999 | - |
+| 0.0303 | 300 | 0.1259 | - |
+| 0.0354 | 350 | 0.0873 | - |
+| 0.0404 | 400 | 0.0993 | - |
+| 0.0455 | 450 | 0.0457 | - |
+| 0.0505 | 500 | 0.0835 | - |
+| 0.0556 | 550 | 0.0809 | - |
+| 0.0606 | 600 | 0.0821 | - |
+| 0.0657 | 650 | 0.0603 | - |
+| 0.0707 | 700 | 0.0502 | - |
+| 0.0758 | 750 | 0.0532 | - |
+| 0.0808 | 800 | 0.06 | - |
+| 0.0859 | 850 | 0.1101 | - |
+| 0.0909 | 900 | 0.036 | - |
+| 0.0960 | 950 | 0.0287 | - |
+| 0.1010 | 1000 | 0.0501 | - |
+| 0.1061 | 1050 | 0.0405 | - |
+| 0.1111 | 1100 | 0.0327 | - |
+| 0.1162 | 1150 | 0.0315 | - |
+| 0.1212 | 1200 | 0.022 | - |
+| 0.1263 | 1250 | 0.0346 | - |
+| 0.1313 | 1300 | 0.0782 | - |
+| 0.1364 | 1350 | 0.0353 | - |
+| 0.1414 | 1400 | 0.0225 | - |
+| 0.1465 | 1450 | 0.0134 | - |
+| 0.1515 | 1500 | 0.0791 | - |
+| 0.1566 | 1550 | 0.015 | - |
+| 0.1616 | 1600 | 0.0093 | - |
+| 0.1667 | 1650 | 0.024 | - |
+| 0.1717 | 1700 | 0.0062 | - |
+| 0.1768 | 1750 | 0.0245 | - |
+| 0.1818 | 1800 | 0.0102 | - |
+| 0.1869 | 1850 | 0.0086 | - |
+| 0.1919 | 1900 | 0.0238 | - |
+| 0.1970 | 1950 | 0.0062 | - |
+| 0.2020 | 2000 | 0.0382 | - |
+| 0.2071 | 2050 | 0.0107 | - |
+| 0.2121 | 2100 | 0.0045 | - |
+| 0.2172 | 2150 | 0.009 | - |
+| 0.2222 | 2200 | 0.0062 | - |
+| 0.2273 | 2250 | 0.0217 | - |
+| 0.2323 | 2300 | 0.0089 | - |
+| 0.2374 | 2350 | 0.0048 | - |
+| 0.2424 | 2400 | 0.0095 | - |
+| 0.2475 | 2450 | 0.0137 | - |
+| 0.2525 | 2500 | 0.0077 | - |
+| 0.2576 | 2550 | 0.0086 | - |
+| 0.2626 | 2600 | 0.0068 | - |
+| 0.2677 | 2650 | 0.0063 | - |
+| 0.2727 | 2700 | 0.0061 | - |
+| 0.2778 | 2750 | 0.0181 | - |
+| 0.2828 | 2800 | 0.0058 | - |
+| 0.2879 | 2850 | 0.0052 | - |
+| 0.2929 | 2900 | 0.0073 | - |
+| 0.2980 | 2950 | 0.0088 | - |
+| 0.3030 | 3000 | 0.0388 | - |
+| 0.3081 | 3050 | 0.0108 | - |
+| 0.3131 | 3100 | 0.0048 | - |
+| 0.3182 | 3150 | 0.0046 | - |
+| 0.3232 | 3200 | 0.0051 | - |
+| 0.3283 | 3250 | 0.0035 | - |
+| 0.3333 | 3300 | 0.0047 | - |
+| 0.3384 | 3350 | 0.0061 | - |
+| 0.3434 | 3400 | 0.0073 | - |
+| 0.3485 | 3450 | 0.0041 | - |
+| 0.3535 | 3500 | 0.0117 | - |
+| 0.3586 | 3550 | 0.0032 | - |
+| 0.3636 | 3600 | 0.0045 | - |
+| 0.3687 | 3650 | 0.0042 | - |
+| 0.3737 | 3700 | 0.0061 | - |
+| 0.3788 | 3750 | 0.0056 | - |
+| 0.3838 | 3800 | 0.0073 | - |
+| 0.3889 | 3850 | 0.0057 | - |
+| 0.3939 | 3900 | 0.0033 | - |
+| 0.3990 | 3950 | 0.0027 | - |
+| 0.4040 | 4000 | 0.0057 | - |
+| 0.4091 | 4050 | 0.003 | - |
+| 0.4141 | 4100 | 0.0044 | - |
+| 0.4192 | 4150 | 0.0033 | - |
+| 0.4242 | 4200 | 0.0036 | - |
+| 0.4293 | 4250 | 0.0027 | - |
+| 0.4343 | 4300 | 0.0065 | - |
+| 0.4394 | 4350 | 0.035 | - |
+| 0.4444 | 4400 | 0.0175 | - |
+| 0.4495 | 4450 | 0.0027 | - |
+| 0.4545 | 4500 | 0.0035 | - |
+| 0.4596 | 4550 | 0.0019 | - |
+| 0.4646 | 4600 | 0.0036 | - |
+| 0.4697 | 4650 | 0.0022 | - |
+| 0.4747 | 4700 | 0.0018 | - |
+| 0.4798 | 4750 | 0.0076 | - |
+| 0.4848 | 4800 | 0.0036 | - |
+| 0.4899 | 4850 | 0.0581 | - |
+| 0.4949 | 4900 | 0.0023 | - |
+| 0.5 | 4950 | 0.004 | - |
+| 0.5051 | 5000 | 0.0059 | - |
+| 0.5101 | 5050 | 0.0024 | - |
+| 0.5152 | 5100 | 0.0096 | - |
+| 0.5202 | 5150 | 0.0059 | - |
+| 0.5253 | 5200 | 0.0044 | - |
+| 0.5303 | 5250 | 0.041 | - |
+| 0.5354 | 5300 | 0.0028 | - |
+| 0.5404 | 5350 | 0.0032 | - |
+| 0.5455 | 5400 | 0.0017 | - |
+| 0.5505 | 5450 | 0.002 | - |
+| 0.5556 | 5500 | 0.0024 | - |
+| 0.5606 | 5550 | 0.0034 | - |
+| 0.5657 | 5600 | 0.0039 | - |
+| 0.5707 | 5650 | 0.0023 | - |
+| 0.5758 | 5700 | 0.0037 | - |
+| 0.5808 | 5750 | 0.0594 | - |
+| 0.5859 | 5800 | 0.0016 | - |
+| 0.5909 | 5850 | 0.0168 | - |
+| 0.5960 | 5900 | 0.0458 | - |
+| 0.6010 | 5950 | 0.0019 | - |
+| 0.6061 | 6000 | 0.001 | - |
+| 0.6111 | 6050 | 0.0294 | - |
+| 0.6162 | 6100 | 0.0027 | - |
+| 0.6212 | 6150 | 0.0051 | - |
+| 0.6263 | 6200 | 0.0014 | - |
+| 0.6313 | 6250 | 0.0033 | - |
+| 0.6364 | 6300 | 0.0021 | - |
+| 0.6414 | 6350 | 0.0023 | - |
+| 0.6465 | 6400 | 0.0018 | - |
+| 0.6515 | 6450 | 0.0013 | - |
+| 0.6566 | 6500 | 0.0041 | - |
+| 0.6616 | 6550 | 0.0592 | - |
+| 0.6667 | 6600 | 0.0019 | - |
+| 0.6717 | 6650 | 0.0021 | - |
+| 0.6768 | 6700 | 0.0606 | - |
+| 0.6818 | 6750 | 0.0018 | - |
+| 0.6869 | 6800 | 0.0014 | - |
+| 0.6919 | 6850 | 0.0038 | - |
+| 0.6970 | 6900 | 0.0567 | - |
+| 0.7020 | 6950 | 0.0013 | - |
+| 0.7071 | 7000 | 0.0015 | - |
+| 0.7121 | 7050 | 0.0585 | - |
+| 0.7172 | 7100 | 0.0014 | - |
+| 0.7222 | 7150 | 0.0021 | - |
+| 0.7273 | 7200 | 0.0179 | - |
+| 0.7323 | 7250 | 0.0013 | - |
+| 0.7374 | 7300 | 0.0101 | - |
+| 0.7424 | 7350 | 0.0012 | - |
+| 0.7475 | 7400 | 0.0009 | - |
+| 0.7525 | 7450 | 0.001 | - |
+| 0.7576 | 7500 | 0.0011 | - |
+| 0.7626 | 7550 | 0.001 | - |
+| 0.7677 | 7600 | 0.0022 | - |
+| 0.7727 | 7650 | 0.0012 | - |
+| 0.7778 | 7700 | 0.0011 | - |
+| 0.7828 | 7750 | 0.0011 | - |
+| 0.7879 | 7800 | 0.0011 | - |
+| 0.7929 | 7850 | 0.0019 | - |
+| 0.7980 | 7900 | 0.001 | - |
+| 0.8030 | 7950 | 0.0594 | - |
+| 0.8081 | 8000 | 0.024 | - |
+| 0.8131 | 8050 | 0.001 | - |
+| 0.8182 | 8100 | 0.0017 | - |
+| 0.8232 | 8150 | 0.0013 | - |
+| 0.8283 | 8200 | 0.0012 | - |
+| 0.8333 | 8250 | 0.0017 | - |
+| 0.8384 | 8300 | 0.0011 | - |
+| 0.8434 | 8350 | 0.0013 | - |
+| 0.8485 | 8400 | 0.0008 | - |
+| 0.8535 | 8450 | 0.0007 | - |
+| 0.8586 | 8500 | 0.0016 | - |
+| 0.8636 | 8550 | 0.0008 | - |
+| 0.8687 | 8600 | 0.0507 | - |
+| 0.8737 | 8650 | 0.0014 | - |
+| 0.8788 | 8700 | 0.0009 | - |
+| 0.8838 | 8750 | 0.0564 | - |
+| 0.8889 | 8800 | 0.001 | - |
+| 0.8939 | 8850 | 0.0016 | - |
+| 0.8990 | 8900 | 0.001 | - |
+| 0.9040 | 8950 | 0.0009 | - |
+| 0.9091 | 9000 | 0.0009 | - |
+| 0.9141 | 9050 | 0.0014 | - |
+| 0.9192 | 9100 | 0.0018 | - |
+| 0.9242 | 9150 | 0.0012 | - |
+| 0.9293 | 9200 | 0.0007 | - |
+| 0.9343 | 9250 | 0.0009 | - |
+| 0.9394 | 9300 | 0.0007 | - |
+| 0.9444 | 9350 | 0.0014 | - |
+| 0.9495 | 9400 | 0.0554 | - |
+| 0.9545 | 9450 | 0.001 | - |
+| 0.9596 | 9500 | 0.0011 | - |
+| 0.9646 | 9550 | 0.0008 | - |
+| 0.9697 | 9600 | 0.0008 | - |
+| 0.9747 | 9650 | 0.0012 | - |
+| 0.9798 | 9700 | 0.001 | - |
+| 0.9848 | 9750 | 0.0168 | - |
+| 0.9899 | 9800 | 0.0011 | - |
+| 0.9949 | 9850 | 0.0011 | - |
+| 1.0 | 9900 | 0.0194 | 0.0034 |
+| 1.0051 | 9950 | 0.0546 | - |
+| 1.0101 | 10000 | 0.0482 | - |
+| 1.0152 | 10050 | 0.0009 | - |
+| 1.0202 | 10100 | 0.0008 | - |
+| 1.0253 | 10150 | 0.0006 | - |
+| 1.0303 | 10200 | 0.0006 | - |
+| 1.0354 | 10250 | 0.0446 | - |
+| 1.0404 | 10300 | 0.0005 | - |
+| 1.0455 | 10350 | 0.0008 | - |
+| 1.0505 | 10400 | 0.0006 | - |
+| 1.0556 | 10450 | 0.0009 | - |
+| 1.0606 | 10500 | 0.0014 | - |
+| 1.0657 | 10550 | 0.0006 | - |
+| 1.0707 | 10600 | 0.0009 | - |
+| 1.0758 | 10650 | 0.0005 | - |
+| 1.0808 | 10700 | 0.0008 | - |
+| 1.0859 | 10750 | 0.0545 | - |
+| 1.0909 | 10800 | 0.0015 | - |
+| 1.0960 | 10850 | 0.0006 | - |
+| 1.1010 | 10900 | 0.0103 | - |
+| 1.1061 | 10950 | 0.001 | - |
+| 1.1111 | 11000 | 0.0011 | - |
+| 1.1162 | 11050 | 0.0009 | - |
+| 1.1212 | 11100 | 0.0014 | - |
+| 1.1263 | 11150 | 0.0011 | - |
+| 1.1313 | 11200 | 0.0007 | - |
+| 1.1364 | 11250 | 0.0025 | - |
+| 1.1414 | 11300 | 0.0007 | - |
+| 1.1465 | 11350 | 0.0007 | - |
+| 1.1515 | 11400 | 0.0584 | - |
+| 1.1566 | 11450 | 0.0008 | - |
+| 1.1616 | 11500 | 0.0007 | - |
+| 1.1667 | 11550 | 0.0005 | - |
+| 1.1717 | 11600 | 0.0009 | - |
+| 1.1768 | 11650 | 0.0005 | - |
+| 1.1818 | 11700 | 0.0009 | - |
+| 1.1869 | 11750 | 0.0008 | - |
+| 1.1919 | 11800 | 0.0009 | - |
+| 1.1970 | 11850 | 0.0007 | - |
+| 1.2020 | 11900 | 0.0006 | - |
+| 1.2071 | 11950 | 0.0006 | - |
+| 1.2121 | 12000 | 0.0005 | - |
+| 1.2172 | 12050 | 0.0008 | - |
+| 1.2222 | 12100 | 0.0006 | - |
+| 1.2273 | 12150 | 0.0004 | - |
+| 1.2323 | 12200 | 0.0006 | - |
+| 1.2374 | 12250 | 0.0005 | - |
+| 1.2424 | 12300 | 0.0005 | - |
+| 1.2475 | 12350 | 0.001 | - |
+| 1.2525 | 12400 | 0.0006 | - |
+| 1.2576 | 12450 | 0.0008 | - |
+| 1.2626 | 12500 | 0.0004 | - |
+| 1.2677 | 12550 | 0.0006 | - |
+| 1.2727 | 12600 | 0.001 | - |
+| 1.2778 | 12650 | 0.0005 | - |
+| 1.2828 | 12700 | 0.0005 | - |
+| 1.2879 | 12750 | 0.0006 | - |
+| 1.2929 | 12800 | 0.0005 | - |
+| 1.2980 | 12850 | 0.0011 | - |
+| 1.3030 | 12900 | 0.0011 | - |
+| 1.3081 | 12950 | 0.0006 | - |
+| 1.3131 | 13000 | 0.0006 | - |
+| 1.3182 | 13050 | 0.0006 | - |
+| 1.3232 | 13100 | 0.001 | - |
+| 1.3283 | 13150 | 0.0008 | - |
+| 1.3333 | 13200 | 0.0006 | - |
+| 1.3384 | 13250 | 0.0006 | - |
+| 1.3434 | 13300 | 0.0006 | - |
+| 1.3485 | 13350 | 0.0008 | - |
+| 1.3535 | 13400 | 0.001 | - |
+| 1.3586 | 13450 | 0.0006 | - |
+| 1.3636 | 13500 | 0.001 | - |
+| 1.3687 | 13550 | 0.0006 | - |
+| 1.3737 | 13600 | 0.0026 | - |
+| 1.3788 | 13650 | 0.0005 | - |
+| 1.3838 | 13700 | 0.0006 | - |
+| 1.3889 | 13750 | 0.0011 | - |
+| 1.3939 | 13800 | 0.0006 | - |
+| 1.3990 | 13850 | 0.0009 | - |
+| 1.4040 | 13900 | 0.0008 | - |
+| 1.4091 | 13950 | 0.0014 | - |
+| 1.4141 | 14000 | 0.0006 | - |
+| 1.4192 | 14050 | 0.0005 | - |
+| 1.4242 | 14100 | 0.0012 | - |
+| 1.4293 | 14150 | 0.0005 | - |
+| 1.4343 | 14200 | 0.0027 | - |
+| 1.4394 | 14250 | 0.0004 | - |
+| 1.4444 | 14300 | 0.0006 | - |
+| 1.4495 | 14350 | 0.001 | - |
+| 1.4545 | 14400 | 0.0004 | - |
+| 1.4596 | 14450 | 0.0005 | - |
+| 1.4646 | 14500 | 0.0004 | - |
+| 1.4697 | 14550 | 0.0005 | - |
+| 1.4747 | 14600 | 0.0008 | - |
+| 1.4798 | 14650 | 0.0004 | - |
+| 1.4848 | 14700 | 0.0005 | - |
+| 1.4899 | 14750 | 0.0581 | - |
+| 1.4949 | 14800 | 0.0005 | - |
+| 1.5 | 14850 | 0.001 | - |
+| 1.5051 | 14900 | 0.0007 | - |
+| 1.5101 | 14950 | 0.0004 | - |
+| 1.5152 | 15000 | 0.001 | - |
+| 1.5202 | 15050 | 0.0004 | - |
+| 1.5253 | 15100 | 0.0009 | - |
+| 1.5303 | 15150 | 0.0004 | - |
+| 1.5354 | 15200 | 0.0006 | - |
+| 1.5404 | 15250 | 0.0007 | - |
+| 1.5455 | 15300 | 0.0004 | - |
+| 1.5505 | 15350 | 0.0009 | - |
+| 1.5556 | 15400 | 0.0005 | - |
+| 1.5606 | 15450 | 0.0007 | - |
+| 1.5657 | 15500 | 0.0005 | - |
+| 1.5707 | 15550 | 0.0005 | - |
+| 1.5758 | 15600 | 0.0006 | - |
+| 1.5808 | 15650 | 0.0586 | - |
+| 1.5859 | 15700 | 0.0005 | - |
+| 1.5909 | 15750 | 0.0014 | - |
+| 1.5960 | 15800 | 0.0005 | - |
+| 1.6010 | 15850 | 0.0007 | - |
+| 1.6061 | 15900 | 0.0006 | - |
+| 1.6111 | 15950 | 0.0011 | - |
+| 1.6162 | 16000 | 0.0005 | - |
+| 1.6212 | 16050 | 0.0007 | - |
+| 1.6263 | 16100 | 0.0008 | - |
+| 1.6313 | 16150 | 0.0005 | - |
+| 1.6364 | 16200 | 0.0003 | - |
+| 1.6414 | 16250 | 0.0004 | - |
+| 1.6465 | 16300 | 0.0003 | - |
+| 1.6515 | 16350 | 0.0004 | - |
+| 1.6566 | 16400 | 0.0006 | - |
+| 1.6616 | 16450 | 0.0572 | - |
+| 1.6667 | 16500 | 0.0004 | - |
+| 1.6717 | 16550 | 0.0005 | - |
+| 1.6768 | 16600 | 0.0004 | - |
+| 1.6818 | 16650 | 0.0007 | - |
+| 1.6869 | 16700 | 0.0011 | - |
+| 1.6919 | 16750 | 0.0007 | - |
+| 1.6970 | 16800 | 0.0568 | - |
+| 1.7020 | 16850 | 0.0007 | - |
+| 1.7071 | 16900 | 0.0005 | - |
+| 1.7121 | 16950 | 0.0584 | - |
+| 1.7172 | 17000 | 0.0004 | - |
+| 1.7222 | 17050 | 0.0004 | - |
+| 1.7273 | 17100 | 0.0265 | - |
+| 1.7323 | 17150 | 0.0006 | - |
+| 1.7374 | 17200 | 0.0009 | - |
+| 1.7424 | 17250 | 0.0005 | - |
+| 1.7475 | 17300 | 0.0011 | - |
+| 1.7525 | 17350 | 0.0005 | - |
+| 1.7576 | 17400 | 0.0004 | - |
+| 1.7626 | 17450 | 0.0007 | - |
+| 1.7677 | 17500 | 0.0007 | - |
+| 1.7727 | 17550 | 0.0003 | - |
+| 1.7778 | 17600 | 0.0005 | - |
+| 1.7828 | 17650 | 0.0003 | - |
+| 1.7879 | 17700 | 0.0003 | - |
+| 1.7929 | 17750 | 0.0003 | - |
+| 1.7980 | 17800 | 0.0007 | - |
+| 1.8030 | 17850 | 0.0577 | - |
+| 1.8081 | 17900 | 0.0004 | - |
+| 1.8131 | 17950 | 0.0005 | - |
+| 1.8182 | 18000 | 0.0004 | - |
+| 1.8232 | 18050 | 0.0004 | - |
+| 1.8283 | 18100 | 0.0004 | - |
+| 1.8333 | 18150 | 0.0004 | - |
+| 1.8384 | 18200 | 0.0003 | - |
+| 1.8434 | 18250 | 0.0005 | - |
+| 1.8485 | 18300 | 0.0004 | - |
+| 1.8535 | 18350 | 0.0004 | - |
+| 1.8586 | 18400 | 0.0005 | - |
+| 1.8636 | 18450 | 0.0004 | - |
+| 1.8687 | 18500 | 0.0003 | - |
+| 1.8737 | 18550 | 0.0003 | - |
+| 1.8788 | 18600 | 0.0007 | - |
+| 1.8838 | 18650 | 0.0586 | - |
+| 1.8889 | 18700 | 0.0003 | - |
+| 1.8939 | 18750 | 0.0004 | - |
+| 1.8990 | 18800 | 0.0005 | - |
+| 1.9040 | 18850 | 0.0004 | - |
+| 1.9091 | 18900 | 0.0006 | - |
+| 1.9141 | 18950 | 0.0004 | - |
+| 1.9192 | 19000 | 0.0004 | - |
+| 1.9242 | 19050 | 0.0004 | - |
+| 1.9293 | 19100 | 0.0005 | - |
+| 1.9343 | 19150 | 0.0003 | - |
+| 1.9394 | 19200 | 0.0003 | - |
+| 1.9444 | 19250 | 0.0003 | - |
+| 1.9495 | 19300 | 0.0545 | - |
+| 1.9545 | 19350 | 0.0004 | - |
+| 1.9596 | 19400 | 0.0005 | - |
+| 1.9646 | 19450 | 0.0004 | - |
+| 1.9697 | 19500 | 0.0004 | - |
+| 1.9747 | 19550 | 0.0004 | - |
+| 1.9798 | 19600 | 0.0004 | - |
+| 1.9848 | 19650 | 0.0045 | - |
+| 1.9899 | 19700 | 0.0004 | - |
+| 1.9949 | 19750 | 0.0005 | - |
+| **2.0** | **19800** | **0.0006** | **0.0024** |
+
+* The bold row denotes the saved checkpoint.
+### Framework Versions
+- Python: 3.10.12
+- SetFit: 1.0.3
+- Sentence Transformers: 2.7.0
+- Transformers: 4.40.2
+- PyTorch: 2.2.1+cu121
+- Datasets: 2.19.1
+- Tokenizers: 0.19.1
+
+## Citation
+
+### BibTeX
+```bibtex
+@article{https://doi.org/10.48550/arxiv.2209.11055,
+ doi = {10.48550/ARXIV.2209.11055},
+ url = {https://arxiv.org/abs/2209.11055},
+ author = {Tunstall, Lewis and Reimers, Nils and Jo, Unso Eun Seo and Bates, Luke and Korat, Daniel and Wasserblat, Moshe and Pereg, Oren},
+ keywords = {Computation and Language (cs.CL), FOS: Computer and information sciences, FOS: Computer and information sciences},
+ title = {Efficient Few-Shot Learning Without Prompts},
+ publisher = {arXiv},
+ year = {2022},
+ copyright = {Creative Commons Attribution 4.0 International}
+}
+```
+
+
+
+
+
+
\ No newline at end of file