bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 The Borrower shall pay, and shall cause each of the other Obligors to pay, all material Taxes levied, assessed or imposed upon it and upon its property or assets or any part thereof, as and when the same become due and payable, save and except when and so long as the validity or amount of any such Taxes is being contested in good faith by appropriate proceedings and reserves are being maintained in accordance with generally accepted accounting principles.
Clause type: capitalization
 (a) The authorized capital stock of WNR consists of 240,000,000 shares of Common Stock, of which 100 shares are issued and outstanding. All of the outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of the preemptive rights of any Person.
Clause type: investment_company
 The Company is not, and after giving effect to the transactions contemplated by the Transaction Agreements will not be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: representations
and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:
Clause type: miscellaneous
(a) This Limited Guarantee, together with the Merger Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Equity Commitment Letters, the Contribution and Support Agreement and the Other Guarantees) contains the entire agreement between the parties relative to the subject matter hereof and supersedes all prior agreements and undertakings between the parties with respect to the subject matter hereof. No modification or waiver of any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing.
Clause type: headings
The headings in this Agreement are inserted for convenience and identification only and shall not be considered in the interpretation of this Agreement.
Clause type: capitalization
 (1) As of the date hereof, the authorized capital stock of the Company consists of 10,000,000 shares of Common Stock, 1,000,000 shares of Series A Preferred Stock, 2,000,000 shares of Series B Preferred Stock, 3,000,000 shares of Series C Preferred Stock, and 1,000,000 shares of Series D Preferred Stock. As of the date hereof, prior to giving effect to the Transactions, there have been issued and are outstanding 235,125.68 shares of Common Stock, 732,371 shares of Series A Preferred Stock, no shares of Series B Preferred Stock, 1,750,000 shares of Series C Preferred Stock and 366,131 shares of Series D Preferred Stock. The record and beneficial owners of such outstanding shares of Common Stock and Preferred Stock are set forth on Schedule -------- 4.6(a). ------
Clause type: taxes
 The Company may withhold cash and/or shares of Common Stock to be issued to the Optionee in the amount which the Company determines is necessary to satisfy its obligation to withhold taxes or other amounts incurred by reason of the grant or exercise of this Option, its disposition or the disposition of the underlying shares of Common Stock. Alternatively, the Company may require the Optionee to pay the Company such amount in cash promptly upon demand.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement.
Clause type: compensation
 DFAL is covered by the Financial Services Compensation Scheme. DFA may be entitled to compensation from the scheme if DFAL cannot meet its obligations. This depends on the type of business and the circumstances of the claim. The maximum level of compensation for claims against firms declared in default is 100% of the first £50,000 per person per firm. Further information about the compensation arrangements is available from the Financial Services Compensation Scheme. Client Limit Orders – DFA instructs DFAL not to make public Client Limit Orders in respect of shares admitted to trading on a regulated market which are not immediately executed under prevailing market conditions. A Client Limit Order is a specific instruction from DFA to DFAL to buy or sell a financial instrument at a specified price limit or better and for a specific size.
Clause type: investment-company-act
 The Issuer shall not become an “investment company” under the Investment Company Act of 1940, as amended (or any successor or amendatory statute).
Clause type: investment-company-act
 Neither any Credit Party nor any of its Subsidiaries is an "investment company" or a company "controlled" by an "investment company" (as each of the quoted terms is defined or used in the Investment Company Act of 1940, as amended).
Clause type: representations
and Warranties. 1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Clause type: capitalization
 As of the date hereof, the issued and outstanding partnership interests of the Partnership consist of 39,488,488 Common Units, 135,383,831 Subordinated Units, 6,289,911 General Partner Units (as defined in the Partnership Agreement), 133,333,334 Class B Units and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”), which are the only partnership interests in the Partnership issued and outstanding. Such Common Units, Subordinated Units, Class B Units and Incentive Distribution Rights, together with the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act). The General Partner is the sole general partner of the Partnership with a 2.0% general partner interest in the Partnership represented by such General Partner Units. Such General Partner Units have been duly authorized and validly issued in accordance with the Partnership Agreement. Subsidiary Holdings owns all of the Subordinated Units, Common Units Holding owns 11,963,488 Common Units; CBUH owns 33,333,334 Class B Units and the General Partner owns all of General Partner Units and the Incentive Distribution Rights, in each case free and clear of all Liens (except for restrictions on transferability set forth in the Partnership Agreement, the other Liens described in the Disclosure Package and the Final Prospectus and restrictions on transferability set forth in the IRRA).
Clause type: financing
 The Board may, in its absolute discretion and without any obligation to do so, permit Optionee to pay the Exercise Price for the purchased Option Shares by delivering a full-recourse, interest-bearing promissory note secured by those Option Shares. The payment schedule in effect for any such promissory note shall be established by the Board in its sole discretion.
Clause type: investments
 Acquire or purchase the assets of any Person or acquire or purchase the outstanding securities of any Person, or make any additional investments in or capital contributions to any Person; provided, however, that this prohibition shall not apply to the following: (i) purchases of (A) U. S. Government securities directly or pursuant to repurchase agreements with the Bank, (B) certificates of deposit of the Bank and (C) commercial paper rated A-1 or P-1 if all of such investments have a maturity of one year or less; or (ii) any such purchase or acquisition of assets for the sole purpose of establishing or converting such assets into one or more Max & Erma's restaurants as long as (A) the assets are consolidated into the financial statements of the Company provided to the Bank pursuant to Sections 5.2 and 5.3 hereof and (B) the Company executes documents, in form and substance acceptable to the Bank, that allow the Bank to obtain a first priority security interest in such assets, prohibit the transfer of assets from the Company to any entity owning the assets and prohibit the assumption of Indebtedness by the Company in connection with the acquisition of such assets; or (iii) the investment or capital contribution of up to $2,500,000 in a new wholly owned subsidiary established to operate one or more Italian theme restaurants. The investment limitation for this subsidiary shall no longer apply after the Company has provided certification to the Bank along with any supporting documentation which the Bank may reasonably request that for the six months immediately preceding the date of such certification (A) a minimum of four such restaurants have been in existence, and (B) the aggregate Net Income for all such restaurants as evidenced by the restaurant Income Statements for the six month period prepared in the form attached hereto as Exhibit 6.1(g) is equal to or in excess of $250,000.
Clause type: miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all other information reasonably identified as such in writing by any other party hereto, and, except as contemplated by this Agreement, shall not disclose, disseminate or utilize such confidential information without the express prior written consent of the affected party until such time as it may come into the public domain. In addition, the parties hereby represent that they will use and disclose Personal Information (as defined below) only to carry out the purposes for which it was disclosed to them and will not use or disclose Personal information if prohibited by applicable law, including, without limitation, statutes and regulations enacted pursuant to the Gramm-Leach-Bliley Act (Public Law 106-102). "PERSONAL INFORMATION" means financial and medical information that identifies an individual personally and is not available to the public, including, but not limited to, credit history, income, financial benefits, policy or claim information and medical records. If either party outsources services to a third party, such third party will agree in writing to maintain the security and confidentiality of any information shared with them.
Clause type: ownership_of_shares
 The Stockholder owns, as of the date hereof, and will continue to own (i) through the Closing Date, good and valid title to the Initial Shares, free and clear of any Liens, and (ii) through the Final Settlement Date, good and valid title to the Remaining Shares, free and clear of any Liens, except for the security interest granted in favor of the Collateral Agent pursuant to the Pledge Agreement. Except for the Shares, neither the Stockholder nor any of its Affiliates owns any Equity Security of the Company or any Subsidiary of the Company. On the Closing Date the Stockholder will have transferred to Harbinger, and Harbinger will have acquired, good and valid title to the Initial Shares, free and clear of all Liens. On the Final Settlement Date, Harbinger (or such Person or Persons to whom the Collateral Agent may sell the Remaining Shares in accordance with the Pledge Agreement) will acquire good and valid title to the Remaining Shares, free and clear of all Liens, except for any Liens arising as a result of any actions by Harbinger or such other Person acquiring such title; provided, that with respect to the acquisition of good and valid title in the event the Collateral Agent sells the Remaining Shares to a Person other than Harbinger, that the acquisition of such good and valid title assumes the due authorization, execution and delivery of all documents required to be authorized, executed and delivered by such Person in connection with such sale. Except as provided in the Foreign Ownership Ruling and Section 310(b) of the Communications Act, neither the Stockholder nor the Shares are subject to any contract, agreement or other understanding to which the Stockholder or any of its Affiliates is a party that will restrict the right of Harbinger to sell or otherwise Transfer any of the Shares or any interest in the Shares.
Clause type: headings
The headings and sub-headings are for ease of reference only and shall not affect the construction of this Trust Deed.
Clause type: headings
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. [Balance of page intentionally left blank; signature page follows]
Clause type: interest
 The Securities shall bear interest at the rate of 11% per annum from May 4, 2007 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year (each, an “Interest Payment Date”), commencing on July 31, 2007, until the principal hereof is paid or duly made available for payment. Interest payable on each Interest Payment Date shall equal the amount of interest accrued for the period commencing on and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or commencing on and including May 4, 2007, if no interest has been paid or duly provided for) and ending on and including the day preceding such Interest Payment Date. Interest will cease to accrue on a Security upon its maturity or conversion. Interest on the Securities will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company may, at its option, elect to pay interest on the Securities:
Clause type: definitions
As used in this Agreement, the terms defined in this Section 20 have the meanings set forth below.
Clause type: compensation
 For each month of the Term, Publisher shall receive the Compensation set forth in Section IV above, provided that it is not in breach of this Agreement as of the date that payment is due, as set forth in Paragraph 3(b) hereof. For avoidance of doubt, upon Publisher’s breach of this Agreement, it shall not be entitled to receive any Compensation from Taboola, including for any revenue that may have been generated prior to the date of the breach but may not yet have been remitted to Publisher as of the date of the breach. Publisher shall not be compensated for any unauthorized implementation of the Platform, for any implementation of the Platform that makes it impossible to click or track clicks, or for any fraudulent or invalid clicks, traffic, or Recommendation Pageviews (as defined below). Traffic shall be deemed fraudulent or invalid if (i) it does not convert above a certain threshold as determined by Taboola in its sole discretion;
Clause type: assignment
This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.
Clause type: payment
 The fee will be accrued daily by each Fund and paid to the Advisor monthly not later than the fifth (5th) business day of the month following the month for which services have been provided. In the event of termination of this Agreement, the fee shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month, and such fee shall be payable on the date of termination of this Agreement with respect to the Fund. For purposes of calculating the Advisor's fee, the value of the net assets of each respective Fund of the Trust shall be determined in the same manner as the Fund uses to compute the value of the Fund's net assets in connection with the determination of the Net Asset Value of the Fund, all as set forth more fully in the current Prospectus and Statement of Additional Information for the Funds included in the Registration Statement.
Clause type: payment_terms
 Unless otherwise provided on this order, Buyer will pay all Seller invoices within 90 days. Payment periods and cash discount periods will be computed from either the date of delivery or acceptance of the Items ordered or the date of receipt of correct and proper invoices prepared in accordance with the terms of the order, whichever is later. The payment date will be delayed on a day- for-day basis for any Item that is delivered later than called for by the schedule on the face of this order.
Clause type: loans
 (a)(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus may make revolving loans (the “Revolving Loans”) to the Company and the Eligible Subsidiaries from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the “Reserves”) and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the “Formula Amount”. Company shall execute and deliver to Laurus on the Closing Date a Secured Non-Convertible Term Note and a Secured Non-Convertible Revolving Note. The Company and each Eligible Subsidiary hereby each acknowledge and agree that Laurus’ obligation to purchase the Secured Non-Convertible Revolving Note and the Secured Non-Convertible Term Note from the Company and the Eligible Subsidiaries on the Closing Date shall be contingent upon the satisfaction (or waiver by Laurus) of the items and matters set forth in the closing checklist provided by Laurus to the Company on or prior to the Closing Date.
Clause type: definitions
The terms provided below and elsewhere throughout the Contract Documents shall apply to the Agreement as defined.
Clause type: compensation
 As full compensation for your services, you shall receive the following from the Company:
Clause type: whereas
the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, No. 333-__________ ("Registration Statement"), for the registration, under the Securities Act of 1933, as amended ("Act") of, among other securities, the Warrants and the Common Stock issuable upon exercise of the Warrants; and
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 195,000,000 shares of common stock, par value $0.001 and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock”). As of the close of business on September 16, 2014 (the “Capitalization Date”), there were 57,074,353 Shares issued and outstanding (with no shares of Company Restricted Stock) and 2,440 Shares were held in treasury by the Company. No shares of Company Preferred Stock are issued or outstanding.
Clause type: payment
 Except as otherwise provided by Section 4 of this Agreement, payment of this Restricted Stock Unit Award that vest pursuant to Section 1 of this Agreement, subject to forfeiture pursuant to Section 5(e) of this Agreement, shall be made in shares of Stock no later than the end of the year in which this Restricted Stock Unit Award vests pursuant to Section 1 of this Agreement.
Clause type: investments
 The Borrower will not, and will not permit any of its Subsidiaries to, make, incur, assume or suffer to exist any Investment in any other Person, except:
Clause type: confidentiality
(a) Each of the parties hereto acknowledges that during the Term of this Agreement such party (the “Recipient”) may receive Confidential Information from another party hereto (the “Discloser”). Each such party (except for the Trustee, whose confidentiality obligations shall be governed in accordance with the Indenture) agrees to maintain the Confidential Information of the other party in the strictest of confidence and shall not, except as otherwise contemplated herein, at any time, use, disseminate or disclose any Confidential Information to any Person other than (i) its officers, directors, managers, employees, agents, advisors or representatives (including legal counsel and accountants) or (ii) in the case of the Manager and the Securitization Entities, Franchisees and prospective Franchisees, suppliers or other service providers under written confidentiality agreements that contain provisions at least as protective as those set forth in this Agreement. The Recipient shall be liable for any breach of this Section 7.1 by any of its officers, directors, managers, employees, agents, advisors, representatives, Franchisees and prospective Franchisees, suppliers or other services providers and shall immediately notify Discloser in the event of any loss or disclosure of any Confidential Information of the Discloser. Upon termination of this Agreement, Recipient shall return to the Discloser, or at Discloser’s request, destroy, all documents and records in its possession containing the Confidential Information of the Discloser. Confidential Information shall not include information that: (A) is already known to Recipient without restriction on use or disclosure prior to receipt of such information from the Discloser; (B) is or becomes part of the public domain other than by breach of this Agreement by, or other wrongful act of, the Recipient; (C) is developed by the Recipient independently of and without reference to any Confidential Information of the Discloser; (D) is received by the Recipient from a third party who is not under any obligation to maintain the confidentiality of such information; or (E) is required to be disclosed by applicable law, statute, rule, regulation, subpoena, court order or legal process; provided that the Recipient shall promptly inform the Discloser of any such requirement and cooperate with any attempt by the Discloser to obtain a protective order or other similar treatment. It shall be the obligation of Recipient to prove that su...