bhaskrr/legal-clauses huggingface dataset:
Clause type: miscellaneous
This Agreement contains the entire understanding of the parties relating to the subject matter contained herein and supersedes all prior agreements or understandings, written or oral, relating to the subject matter hereof. This Agreement shall not be modified or amended except in writing signed by both parties. No dealer, distributor, agent or employee of AMAX is authorized to make any modification or addition to this section. The relationship of the parties under this Agreement shall be, and at all times is, that of independent contractors. Customer agrees that it shall not, directly or indirectly, re-export, resell or otherwise ship or transfer any of the products, or documentation or technology related thereto, supplied or delivered by Amax in violation of any prohibitions of the Export Administration Regulations of the U.S. Department of Commerce. If any action or proceeding is brought to interpret or enforce this Agreement or its terms, the prevailing party shall be entitled to an award of reasonable attorney’s fees and costs. Any notice to be given under this Agreement by a party hereto to the other party shall be in writing and shall be deemed to have been duly given on the date of service if delivered personally, or on the third day after mailing if sent by certified mail, postage prepaid, at the address set forth in the first paragraph: of this Agreement, or such other address as a party may designate by written notice to the other. In the event that any provision contained herein shall be held invalid or unenforceable for any reason by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. The following provisions herein shall survive expiration or termination of this Agreement: Limitation of Liability, Indemnification, Dispute Resolution, Applicable Law and Miscellaneous. Except as expressly provided in this Agreement, the remedies provided in this Agreement shall be cumulative and shall not preclude the assertion by any party of any other rights or the seeking of any other remedies against any other party, as the case may be. 1565 Reliance Way — Fremont, CA 94539 — USA — Phone: (510) 651-8886 — Fax: (510) 651-4119
Clause type: headings
The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
Clause type: interest
 Each Tranche A Loan that is a US Base Rate Loan shall bear interest on each day outstanding at the US Base Rate in effect on such day. Each Tranche A Loan that is a US Dollar Eurodollar Loan shall bear interest on each day during the related Eurodollar Interest Period at the related Adjusted US Dollar Eurodollar Rate in effect on such day.
Clause type: assignment
Except as otherwise indicated herein, no party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Any purported assignment in violation of this Section 7.8 shall be void. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding the preceding, the Purchaser may assign its rights herein to any wholly-owned subsidiary without the consent of the Company provided that any such assignment shall not relieve the Purchaser of any liability hereunder.
Clause type: assignment
The Contractor shall not assign or transfer any interest in this Agreement or assign any claims for money due or to become due under this Agreement without the prior written approval of the City.
Clause type: foreign_investors
 Purchaser is a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended). Purchaser's subscription and payment for and continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of Purchaser's jurisdiction.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, including facsimile signatures which shall be deemed as original signatures. All executed counterparts shall constitute one Agreement, notwithstanding that all signatories are not signatories to the original or the same counterpart.
Clause type: compensation
 (a) As compensation for services rendered by the Administrator during the term of this Agreement, the Fund, on behalf of the Portfolio, will pay to the Administrator a fee or fees as may be agreed to in writing by the Fund and the Administrator.
Clause type: payment
 All invoices received by the City are payable within thirty (30) days from receipt, provided they have first been approved by the using department, and such department has accepted the Work. The City reserves the right, with justification, to partially pay any invoice submitted by the Contractor when requested to do so by the using department. All invoices shall be directed to the Accounts Payable Section, City of Orlando, 400 South Orange Avenue, Orlando, Florida, 32801- 3302.
Clause type: payment_terms
 The Borrower shall pay accrued interest on the unpaid principal balance of this Note in arrears: (a) for the portion of advances bearing interest under the Prime-based Rate Option, on the first day of each calendar month during the term hereof, (b) for the portion of advances bearing interest under the LIBOR Rate Option, on the last day of the respective LIBOR Rate Interest Period for such advance, (c) if any LIBOR Rate Interest Period is longer than three (3) months, then also on the three (3) month anniversary of such interest period and every three (3) months thereafter, and (d) for all advances, at maturity, whether by acceleration of this Note or otherwise, and after maturity, on demand until paid in full. All outstanding principal and accrued interest hereunder shall be due and payable in full on the Expiration Date. If any payment under this Note shall become due on a Saturday, Sunday or public holiday under the laws of the State where the Bank's office indicated above is located, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest in connection with such payment. The Borrower hereby authorizes the Bank to charge the Borrower's deposit account at the Bank for any payment when due hereunder. Payments received will be applied to charges, fees and expenses (including attorneys' fees), accrued interest and principal in any order the Bank may choose, in its sole discretion.
Clause type: investments
 The Sharing Agent may (but shall not be obligated to) at its discretion invest funds in the Sharing Account (i) in the case of United States dollars, in any direct obligations of the federal government of the United States of America having a final maturity not later than 90 days from the date such funds are invested, (ii) in the case of Euro, in any direct obligations of the government of the Federal Republic of Germany having a final maturity not later than 90 days from the date such funds are invested and (iii) in the case of any other currency, in any securities described in clauses (i) and (ii). The Sharing Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with this Agreement. Any losses shall be deemed a reduction of Collateral Proceeds or Debt Proceeds, as applicable, and deducted in determining the amount of Proceeds for all purposes hereunder. In the absence of investment, the funds held in the Sharing Account shall remain uninvested.
Clause type: investment_company
 The Company is not and is not controlled by or affiliated with an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: dividends
 32.1 The Board may, subject to these Bye-laws and in accordance with the Companies Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.
Clause type: ownership_of_shares
 Such Stockholder Beneficially Owns the Existing Common Shares set forth opposite such Stockholder’s name on Exhibit A and the Existing Preferred Shares set forth opposite such Stockholder’s name on Exhibit B, free and clear of any Liens, and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Existing Common Shares or the Existing Preferred Shares) other than this Agreement, the Certificate of Designations and any limitations or restrictions imposed under applicable securities Laws. The Existing Common Shares set forth opposite such Stockholder’s name on Exhibit A constitute all of the Shares Beneficially Owned by such Stockholder and the Existing Preferred Shares set forth opposite such Stockholder’s name on Exhibit B constitute all of the Preferred Shares Beneficially Owned by such Stockholder. Together, the Existing Common Shares set forth opposite such Stockholder’s name on Exhibit A and the Existing Preferred Shares set forth opposite such Stockholder’s name on Exhibit B, constitute all of the Covered Company Shares, Beneficially Owned by such Stockholder.
Clause type: now
THEREFORE in consideration of the foregoing and the mutual promises set forth below, the parties agree as follows:
Clause type: entire
Agreement. This Agreement constitutes the sole and entire existing Agreement between the parties and completely and correctly expresses all of the rights and obligations of the parties. No prior oral or written past practices, agreements, procedures, traditions, and rules or regulations shall continue or be controlling. The Union, for the life of this Agreement, voluntarily and unqualifiedly waives its right and agrees that the District shall not be obligated to bargain collectively with respect to any subject or matter referred to or covered by this Agreement, or with respect to any subject or matter which was or might have been raised in bargaining but which is not specifically referred to or covered in this Agreement, even though such subject or matter may not have been within the knowledge or contemplation of the Union at the time that it negotiated or signed this Agreement. Any changes to this Agreement are subject to the written approval of the Union and the District.
Clause type: taxes
 All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate. Each Swingline Loan shall bear interest at the Alternate Base Rate plus the Applicable Rate or an alternate interest rate agreed upon between the Company and the Swingline Lender.
Clause type: conversion_of_shares
 (a) Each TW Investor agrees and acknowledges that should such TW Investor seek to Transfer any Class B Common Shares (except in connection with a TW Upstream Transfer) held by such TW Investor to a third party that is not a TW Permitted Transferee, prior to, and as a condition to, such Transfer, such TW Investor shall cause the Class B Common Shares that are proposed to be Transferred to be converted into Class A Common Shares and such Transfer shall be treated as an automatic election by such TW Investor to convert such Class B Common Shares into Class A Common Shares under Section 3(4) of the Company’s Bye-laws and the Company hereby agrees that, upon any such deemed election, it shall amend its register of shareholders to reflect that conversion.
Clause type: loans
 Except for loans or extensions of credit approved and/or committed as of the date hereof that are listed in SSNF Disclosure Schedule 5.01(s), (i) make, renew, renegotiate, increase, extend or modify any (A) unsecured loan, if the amount of such unsecured loan, together with any other outstanding unsecured loans made by SSNF or any of its Subsidiaries to such borrower or its Affiliates, would be in excess of $100,000, in the aggregate, (B) loan secured by other than a first lien in excess of $500,000, (C) loan in excess of FFIEC regulatory guidelines relating to loan to value ratios, (D) loan secured by a first lien residential mortgage and with no loan policy exceptions in excess of $750,000, (E) secured loan over $2,000,000, (F) any loan that is not made in conformity with SSNF's ordinary course lending policies and guidelines in effect as of the date hereof, or (G) loan, whether secured or unsecured, if the amount of such loan, together with any other outstanding loans (without regard to whether such other loans have been advanced or remain to be advanced), would result in the aggregate outstanding loans to any borrower of SSNF or any of its Subsidiaries (without regard to whether such other loans have been advanced or remain to be advanced) to exceed $2,000,000, (ii) sell any loan or loan pools in excess of $1,000,000 in principal amount or sale price (other than residential mortgage loan pools sold in the Ordinary Couse of Business), or (iii) acquire any servicing rights, or sell or otherwise transfer any loan where SSNF or any of its Subsidiaries retains any servicing rights. Any loan in excess of the limits set forth in this Section 5.01(s) shall require the prior written approval of the President or Chief Credit Officer or Credit Administrator of The First, which approval or rejection shall be given in writing within one (1) Business Day after the loan package is delivered to such individual.
Clause type: headings
The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization.” All the outstanding shares of beneficial interest in the Company have been duly and validly authorized and issued and are fully paid and nonassessable and are not subject to any pre-emptive or similar rights. Except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of beneficial interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any shares of beneficial interest in the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options. The shares of beneficial interest in the Company conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and nonassessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. All the outstanding OP Units have been duly and validly authorized and issued and are fully paid and nonassessable and are not subject to any pre-emptive or similar rights. The terms of the OP Units conform in all material respects to the descriptions thereto contained in the Base Prospectus.
Clause type: termination
If the Servicing Transfer Date has not occurred, the obligations and responsibilities of the Seller, as interim servicer of the Mortgage Loans, shall terminate upon (a) the distribution to the Purchaser of the final payment or liquidation with respect to the last Mortgage Loan (or advances of same by the Seller) or (b) the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect to the last Mortgage Loan and the remittance of all funds due hereunder. Upon written request from the Purchaser in connection with any such termination, the Seller shall prepare, execute and deliver any and all documents and other instruments, place in the Purchaser’s possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Purchaser’s sole expense. The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder as interim servicer, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.
Clause type: dividends
 Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of these Articles, holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock of any corporation (other than Common Stock) or property of the corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the corporation legally available therefor and shall share equally on a per share basis in all such dividends and other distributions. In the case of dividends or other distributions payable in Common Stock, including distributions pursuant to stock splits or divisions of Common Stock, only shares of Class A Common Stock shall be paid or distributed with respect to Class A Common Stock and only shares of Class B Common Stock shall be paid or distributed with respect to Class B
Clause type: definitions
Wherever used in this Agreement, the following terms shall have the following meanings, unless the context in which used clearly indicates another meaning. Words or terms defined in 34 TEXAS ADMIN. CODE Section 9.1051 and not defined in this Agreement shall have the meanings provided by 34 TEXAS ADMIN. CODE Section 9.1051.
Clause type: definitions
All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Plan.
Clause type: investment-company-act
 The Company is not, and upon consummation of the transactions contemplated in this Agreement and in the General Disclosure Package and the Final Prospectus will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: board
 Board of Directors" shall mean the Board of Directors of the Company.
Clause type: taxes
 All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation.
Clause type: termination
7.1 Contractor shall reasonably cooperate with other parties in connection with all services to be delivered under this Contract, including without limitation any successor provider to whom State Data, State Intellectual Property or other State information and materials are to be transferred in connection with termination. Contractor shall assist the State in exporting and extracting any and all State data, in a format usable without the use of the Services and as agreed to by State, at no additional cost. Any transition services requested by State involving additional knowledge transfer and support may be subject to a contract amendment for a fixed fee or at rates to be mutually agreed upon by the parties.
Clause type: esop
 The Borrower will: (a) take all actions necessary to preserve the existence of the ESOP and maintain its tax-qualified status under Sections 401(a) and 501(a), respectively, of the Code and the ESOP’s status as an employee stock ownership plan; (b) administer the ESOP in material compliance with the terms of the ESOP and the provisions of the Code and ERISA, as applicable to the ESOP and make any remedial amendments required by the IRS within the time period allowed for the amendments; (c) provide the Administrative Agent (with copies sufficient for each Lender) with an updated repurchase liability study with respect to the ESOP, in form and detail reasonably acceptable to the Administrative Agent, on an annual basis (within ten (10) days of the Borrower’s receipt of the same) and, if such studies and analyses are obtained more frequently than annually, as soon as reasonably practical after they are available to the Borrower; (d) within 15 days after timely filing Form 5500 for the ESOP, deliver to Administrative Agent the consolidated (and if required under ERISA, audited) financial statements of the ESOP prepared and presented in accordance with GAAP, (e) deliver to the Administrative Agent (with copies sufficient for each Lender) a report of compliance and projected compliance testing for Code Section 409(p) for the ESOP, prepared in a manner and in form and substance reasonably satisfactory to the Administrative Agent, annually and if there are or would be any disqualified persons, prior to any event that might reasonably be expected to impact the analysis (including but not limited to issuance of deferred compensation, stock options, SARs, or other synthetic equity) and (f) within one hundred twenty (120) days after the end of each fiscal year of the Borrower (or, if later, within ten (10) days of Borrower’s receipt), provide to the Administrative Agent (with copies sufficient for each Lender) a copy of the annual valuation report prepared for the ESOP for such fiscal year.
Clause type: whereas
to the extent permitted by applicable insurance laws and regulations, the Company also intends to continue to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the “Unaffiliated Funds”) on behalf of the Accounts to fund the Contracts.
Clause type: ownership_of_shares
 Sellers are the owner of record and beneficially of all of the shares of capital stock of SOW free and clear of all rights, claims, liens and encumbrances, and which shares have not been sold, pledged, assigned or otherwise transferred or subject to an option to purchase except pursuant to this Agreement.