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No such rescission shall affect any subsequent Default or impair any right consequent thereto. If it does, the Trustee may but need not sign it. Address of principal executive offices Zip Code. Subject to certain conditions set forth in the Читать далее, the Issuers at any time may terminate some or zoomimfo of zoominfo login failed – none: obligations under the Notes and the Indenture if the Issuers irrevocably deposit in trust with the Trustee money or U. AccessPermissions Ansi based on Dropped File pywintypes
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The Wikimedia Foundation, the non-profit organization behind Wikipedia, will stop accepting cryptocurrency donations amid concern about their negative impact on the environment. The WMF will close its account on Bitpay, a crypto payment service provider, as well as its direct methods to accept cryptocurrencies as donations.
A proposal was made earlier this year and a little under users participated in the voting and discussing whether the WMF should stop accepting cryptocurrency donations.
The majority voted yes to the proposal to Users who support halting the process are mostly concerned about the energy-intensive mechanisms of the digital currency space. Sarah Jessica Parker and John Cena are part of a group of celebrities cofounding a premixed cocktail brand as the race for the next big celebrity drink heats up. The brand, Thomas Ashbourne, is debuting this month with a variety of ready-to-drink cocktails, each with celebrity partners attached to them for both product development and promotion.
Cena has an old fashioned. If I open the chrome web dev tools, and open the network tab, I see the details of the ajax call:. I had to simply include criteria in the RAW body, and convert it to url encoding.. I also had to set encoding to gzip,deflate,sdch and things worked fine!
The form is posting all that JSON under the field criteria. You can see this in the screencap of the chrome dev console you posted. That should do it. No authentication is needed because none is passed through the headers in your screencap. Any cookies you have when you load the page normally will also be loaded through rest console, so you don’t need to worry about explicitly setting them. Rest-Console understands and uses HTTP Authentication, which is different from the authentication handler zoominfo implemented.
A possible way to work around may be: Make a call to the login-page via rest console. Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified together with accrued interest, if any, to, but excluding, the Redemption Date , and from and after such date unless the Issuers shall default in the payment of the redemption price and accrued interest, if any, to, but excluding, the Redemption Date such Notes shall cease to bear interest.
Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Issuers at the Redemption Price, together with accrued interest, if any, to, but excluding, the Redemption Date subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.
If a Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no further interest shall be payable to Holders whose Notes shall be subject to redemption by the Issuers.
Any Note which is to be redeemed only in part pursuant to the provisions of this Article shall be surrendered at the office or agency of the Issuers maintained for such purpose pursuant to Section 2.
Defaults and Remedies. The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.
If an Event of Default under Section 6. Upon such declaration of acceleration, the aggregate principal amount of, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable in cash without any declaration or other act on the part of the Trustee or any Holder of the Notes.
After such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on such Notes, have been cured or waived as provided in this Indenture.
If an Event of Default specified in Section 6. The Required Holders by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture and its consequences:.
No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes, this Indenture including sums owed to the Trustee and its agents and counsel and the Guarantees.
The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.
No remedy is exclusive of any other remedy. All available remedies are cumulative. The Required Holders by written notice to the Trustee and the Issuers may, on behalf of the Holders of all of the Notes, waive, rescind or cancel any declaration of an existing or past Default or Event of Default and its consequences under this Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes other than such nonpayment of principal or interest that has become due as a result of such acceleration.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.
In the event of any Event of Default specified in Section 6. Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. The Required Holders may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to such series.
The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability it being understood that the Trustee does not have an affirmative duty to determine whether any such action is prejudicial to any Holder unless such Holders have offered, and if requested, provided, to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability, cost or expense.
Prior to taking any action under this Indenture, the Trustee shall be entitled to security or indemnification satisfactory to it in its sole discretion against all losses, liabilities, cost and expenses that may be caused by taking or not taking such action. In case an Event of Default occurs with respect to the Notes and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless such Holders have offered, and if requested, provided, to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability, cost or expense.
Except to enforce the right to receive payment of principal, premium if any or interest when due, no Holder of the Notes may pursue any remedy with respect to this Indenture or the Notes unless:. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, premium, if any, or interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
If an Event of Default specified in Sections 6. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee or any Agent hereunder out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders of the Notes may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in such proceeding.
The Trustee shall pay out any money or property received by it in the following order:. First : to the Trustee, in each of its capacities under this Indenture, for amounts due under Section 7. Second : to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and.
Third : to the Issuers or, to the extent the Trustee receives any amount for any Guarantor, to such Guarantor as a court of competent jurisdiction shall direct. The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section. At least 15 days before such record date, the Issuers or Trustee shall deliver to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.
This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture, the Notes and the Guarantees as the case may be but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein.
The Trustee and the Agents need not investigate any fact or matter stated in the document. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum or other identifying documents to be provided. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuers, the Guarantors or their Affiliates with the same rights it would have if it were not Trustee.
Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Section 7. In addition, the Trustee shall be permitted to engage in transactions with the Issuers; provided, however , that if the Trustee acquires any conflicting interest the Trustee must i eliminate such conflict within 90 days of acquiring such conflicting interest, ii apply to the Commission for permission to continue acting as Trustee or iii resign. If a Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee shall deliver to each Holder notice of the Default within 90 days after it is known to the Trustee.
Except in the case of a Default in the payment of principal of, premium if any or interest on any Note, the Trustee may withhold notice if and so long as a Responsible Officer of the Trustee in good faith determines that withholding notice is in the interests of the Holders. The Issuers shall pay to the Trustee in any capacity and the Agents from time to time such compensation for their services as the parties shall agree in writing from time to time. The Issuers shall reimburse the Trustee and the Agents upon request for all reasonable disbursements, advances, costs, fees and expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services.
The Trustee and the Agents shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee or an Agent to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee and the Agents may have separate counsel and the Issuers shall pay the reasonable compensation, fees, expenses, court costs and disbursements of such counsel.
The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or an Agent as a result of its own willful misconduct or gross negligence as determined by a final non-appealable decision of a court of competent jurisdiction.
The right of the Trustee to receive payment of any amounts due under this Section 7. When the Trustee or an Agent incurs expenses after the occurrence of a Default specified in Sections 6. Pursuant to Section The Trustee may resign at any time by so notifying the Issuers.
The Required Holders may remove the Trustee by so notifying the Issuers and the Trustee in writing and may appoint a successor Trustee. The Issuers shall remove the Trustee if:. If the Trustee resigns or is removed by the Issuers or by the Required Holders and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason the Trustee in such event being referred to herein as the retiring Trustee , the Issuers shall promptly appoint a successor Trustee.
A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers.
Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.
The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7. All costs reasonably incurred in connection with any resignation or removal hereunder shall be borne by the Issuers. If the Trustee fails to comply with Section 7. Notwithstanding the replacement of the Trustee pursuant to this Section 7.
If the Trustee, consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.
In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.
The Trustee shall not have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Notes and the Guarantees by the Issuers, the Guarantors or any other Person. The Issuers shall promptly notify the Trustee in writing when any Notes are listed on any stock exchange and of any delisting thereof.
Discharge of Indenture; Defeasance. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;.
The Issuers may exercise their Legal Defeasance option notwithstanding their prior exercise of the Covenant Defeasance option. In the event that the Issuers terminate all of their obligations under the Notes and this Indenture with respect to such Notes by exercising the Legal Defeasance option or the Covenant Defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations.
If the Issuers exercise their Legal Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuers exercise their Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.
Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. Government Securities, or a combination of cash in U.
Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the outstanding Notes calculated on the cash interest rate, if applicable on the maturity date of the Notes or on the applicable Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers have specified whether such Notes are being defeased to maturity or to a particular Redemption Date;.
Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future date in accordance with Article V. The Trustee shall hold in trust money or U. It shall apply the deposited money and the money from U. Government Securities through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon Company Order any money or U.
Government Securities held by it as provided in this Article VIII which, in the opinion of an Independent Financial Advisor expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect legal defeasance or covenant defeasance, as applicable; provided that the Trustee shall not be required to liquidate any U.
Government Securities in order to comply with the provisions of this Section 8. Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuers upon written request any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuers for payment as general creditors, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as Trustee thereof, shall thereupon cease.
The Issuers shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U. Government Securities or the principal and interest received on such U.
Government Securities, other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. If the Trustee or Paying Agent is unable to apply any money or U. Government Securities in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Issuers and each Guarantor under this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit had.
Government Securities in accordance with this Article VIII ; provided , however , that, if any of the Issuers or the Guarantors has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Issuers or any Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U. Government Securities held by the Trustee or Paying Agent. Notwithstanding Section 9.
For the avoidance of doubt, a Guarantor will only be required to execute amendments of the type described in this Section 9. However, without the consent of each affected Holder of a Note including, for the avoidance of doubt, any Notes held by Affiliates , no amendment, supplement or waiver may with respect to any Notes held by a non-consenting Holder :. It shall be sufficient if such consent approves the substance thereof. For the avoidance of doubt, no amendment to, or deletion of any of the covenants contained in Article III of this Indenture other than Section 3.
The failure of the Issuers to deliver such notice, or any defect therein, shall not in any way impair or affect the validity of an amendment under this Section 9. After an amendment or waiver becomes effective, it shall bind every Holder unless it makes a change described in clauses i through ix of Section 9. Any amendment, other than an amendment that in the sole determination of the Trustee adversely affects the rights, duties, liabilities or immunities of the Trustee or a waiver, in each case, made pursuant to Section 9.
The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date or their duly designated. If an amendment changes the terms of a Note, the Trustee, at the request of the Issuers, may require the Holder to deliver it to the Trustee.
The Trustee, at the request of the Issuers, may place an appropriate notation on the Note regarding the changed terms and return it to the Holder.
Alternatively, if the Issuers so determine, the Issuers in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.
The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. I am under the impression from the documentation, that they only need access to the contacts and possibly marketing permissions.
I have a test account that I setup which has these permissions “everything” option checked for contacts, etc. When attempting the authentication redirect from my application to the URL above with that account, the following is displayed:. I have looked at a few other posts on the forum from the past year, but none of them describing a similar issue are going through the exact process I’ve outlined, only requiring the contacts scope. I have the contacts and basic oauth checked in my application settings.
My question is, do all users under my portal who wish to integrate with my application need to be super admin users? Go to Solution. This issue was resolved a while ago when lists were added to HubSpot Free accounts. Sorry that we missed updating this thread.
Non-Super Admins should now able to connect apps requiring the contacts scope as long as they have full access to contacts and the Lists toggle is enabled in the Marketing tab of settings. View solution in original post. This issue is not resolved. I am having the same issue. Generated file – this directory may be deleted to reset the COM cache Ansi based on Dropped File unicodedata. Ansi based on Hybrid Analysis coordinator.
B Ansi based on Dropped File unicodedata. O,O Ansi based on Dropped File win32ui. Oi iiii iiO Ansi based on Dropped File win32ui. Oii Ansi based on Dropped File win32ui. OOi Ansi based on Dropped File win32ui. Osi Ansi based on Dropped File bz2. I suggest the following: try compressing the file again,possibly monitoring progress in detail with the -vv flag.
Try a memory-test program.