bhaskrr/legal-clauses huggingface dataset:
Clause type: representations
and Warranties. The Seller under the Transfer and Sale Agreement has made each of the representations and warranties set forth in Exhibit J hereto and has consented to the assignment by the Trust Depositor to the Issuer of the Trust Depositor’s rights with respect thereto. Such representations speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the transfer and assignment of the Contracts to the Trust. Pursuant to Section 2.01 of this Agreement, the Trust Depositor has assigned, transferred and conveyed to the Issuer as part of the Trust Corpus its rights under the Transfer and Sale Agreement, including without limitation, the representations and warranties of the Seller therein as set forth in Exhibit J attached hereto, together with all rights of the Trust Depositor with respect to any breach thereof including any right to require the Seller to reacquire any Contract in accordance with the Transfer and Sale Agreement. It is understood and agreed that the representations and warranties set forth or referred to in this Section shall survive delivery of the Contract Files to the Owner Trustee or any custodian. The Trust Depositor hereby represents and warrants to the Trust and the Indenture Trustee that it has entered into the Transfer and Sale Agreement with the Seller, that the Seller has made the representations and warranties in the Transfer and Sale Agreement as set forth in Exhibit J hereto, that such representations and warranties run to and are for the benefit of the Trust Depositor, and that pursuant to Section 2.01 of this Agreement the Trust Depositor has transferred and assigned to the Trust all rights of the Trust Depositor to cause the Seller under the Transfer and Sale Agreement to reacquire Contracts in the event of a breach of such representations and warranties.
Clause type: miscellaneous
A. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of Missouri, without reference to the choice of laws principles thereof. B. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. C. The representations and warranties, the indemnifications extended hereunder, and the provisions of Section 9. hereof are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement. D. No provisions of the Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. E. The failure of any party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver, release or discharge of any party's rights hereunder shall be effective unless contained in a written instrument signed by the party sought to be charged. F. The captions in the Agreement are included for convenience of reference only, and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. G. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. H. If any provision of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and every provision of this Agreement shall
Clause type: loans
 Any Limited Partner, with the consent of the General Partner, may lend money to the Partnership. If the General Partner or, with the written consent of the General Partner, any Limited Partner makes any loan or loans to the Partnership, the amount of any such loan shall not be treated as a contribution to the capital of the Partnership but shall be a debt due from the Partnership. Any Partner's loan to the Partnership shall be repayable out of the Partnership's cash and shall bear interest at prevailing market rates. None of the Partners nor any of their Affiliates shall be obligated to loan money to the Partnership.
Clause type: capitalization
 The authorized capital stock of Progenics at December 31, 1994 consisted of: (i) 40,000,000 common shares, par value of $.001 per share, of which 12,000,000 shares have been designated Common Stock, of which 2,999,550 shares are issued and outstanding and 5,000,000 shares have been designated Class A Common Stock, of which no shares are issued and outstanding; and (ii) 20,000,000 preferred shares, par value $.001 per share, of which 4,000,000 shares have been designated Series A Preferred Stock, of which 2,308,000 shares are issued and outstanding and 2,500,000 shares have been designated Series B Preferred Stock, of which 1,982,830 shares are issued and outstanding. Progenics has reserved 2,348,313 shares of Progenies Common stock for stock options outstanding at December 31, 1994. Progenics has reserved 150,000 shares of Progenics Common Stock for a warrant outstanding at December 31, 1994. Except as set forth above, there are (i) no share of capital stock or other voting securities of Progenics authorized or outstanding, (ii) no subscriptions, options, conversation or exchange rights, warrants, repurchase or redemption agreements or other agreements, claims or commitments of any nature whatsoever obligating Progenies to issue, transfer, deliver or sell, repurchase or redeem or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of its capital stock or other securities or obligating Progenics to grant, extend or enter into any such agreement or commitment: (iii) no voting trusts or other agreements or understandings with respect to the voting of the capital stock of Progenics or agreements or understandings, restrictions on disposition of the capital stock of Progenics to which Progenics is a party or is bound or, to the actual knowledge of Progenics, to which any other party is bound; and (iv) except as set forth herein, no agreements granting any registration fights including "piggy-back" fights to any person or entity. All issued and outstanding shares of common stock have been duly authorized and validly issued and are fully paid and nonassessable.
Clause type: governing
Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Clause type: capitalization
 On the date hereof, the authorized capital of the Company shall consist of 20,000,000 Shares of Common Stock, par value $.10 per share, of which 5,663,136 are issued and outstanding. Schedule 1 hereto sets forth the options, warrants and convertible securities of the Company (the "Derivative Securities") which are outstanding on the date hereof, including in each case (i) the name and class of such Derivative Securities, (ii) the issue date of such Derivative Securities, (iii) the number of Shares of Common Stock of the Company into which such Derivative Securities are convertible as of the date hereof, (iv) the conversion or exercise price or prices of such Derivative Securities as of the date hereof and (v) the expiration date of any conversion or exercise rights held by the owners of such Derivative Securities.
Clause type: taxes
 (a) All payments made by any Guarantor hereunder or under any other Transaction Document shall be made in accordance with the terms of the respective Transaction Document and shall be made without set-off, counterclaim, withholding, deduction or other defense. Without limiting the foregoing, all such payments shall be made free and clear of and without deduction or withholding for any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of the Collateral Agent or any Buyer by the jurisdiction in which the Collateral Agent or such Buyer is organized or where it has its principal lending office (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If any Guarantor shall be required to deduct or to withhold any Taxes from or in respect of any amount payable hereunder or under any other Transaction Document:
Clause type: ownership_of_shares
 The Shareholder is, and will be at the Effective Date, the beneficial owner of the Holder Shares with good and marketable title thereto free and clear of any and all Liens.
Clause type: insurance
Schedule 3.21 of the ETE Disclosure Schedule contains, as of the Execution Date, a complete and correct list of all liability, property, fire, casualty, product liability, workers’ compensation and other insurance policies, if any, that are in full force and effect as of the Execution Date that insure or relate to the assets of the Company (the “Company Policies”). To the Knowledge of ETE, as of the Execution Date there is no claim, suit or other matter currently pending in respect of which the Company has received any notice from the insurer under any Company Policies disclaiming coverage, reserving rights with respect to a particular claim or such Company Policy in general or canceling or materially amending any such Company Policy. To the Knowledge of ETE, all premiums due and payable for such Company Policies have been duly paid, and such Company Policies or extensions or renewals thereof in the amounts described will be outstanding and duly in full force without interruption until the Closing Date.
Clause type: esop
 11.1 The parties acknowledge that the Company has (i) established the ESOP with the approval of the Board in accordance with the Prior Shareholders Agreement, (ii) reserved for issuance or issued as restricted shares or share options an aggregate of 425,126,304 Ordinary Shares under the ESOP, of which (a) 209,750,000 Ordinary Shares have been reserved for the issuance of share options pursuant to the Share Option Scheme (including 28,674,875 Ordinary Shares held by the Trustee and 33,605,125 Ordinary Shares held by the Officer Holdco pursuant to the ESOP), (b) 211,776,304 Ordinary Shares have been issued to the Trustee as restricted shares pursuant to the Share Award Scheme, and (c) 3,600,000 Ordinary Shares have been issued to the Management Holdco and indirectly held by Mr. Wang Yulin (王育林) as restricted shares pursuant to the Share Award Scheme . Subject to the terms and conditions of the Share Option Scheme approved by the Board, the price at which a grantee may subscribe for shares on exercise of any share option issued under the Share Option Scheme shall be determined based on the valuation of the Company at the time of the grant of such share option.
Clause type: financing
 The Registration Statement on Form S-1 relating to the Initial Public Offering shall have been declared effective by the Securities and Exchange Commission and the closing of the sale of DocuNet Common Stock to the Underwriters in the Initial Public Offering shall have occurred simultaneously with the Closing Date hereunder.
Clause type: whereas
pursuant to the Mortgage Loan Agreement (as defined herein) DBRI and BOA originated a certain loan described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to NOP 560 Mission, LLC, as the mortgage loan borrower (the “Mortgage Loan Borrower”), which is evidenced by, inter alia, by (i) one promissory note in the original principal amount of $60,000,000 (“Note A-1-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1-1 Holder, (ii) one promissory note in the original principal amount of $30,000,000 (“Note A-1-2-A”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1-2-B Holder, (iii) one promissory note in the original principal amount of $20,000,000 (“Note A-1-2-B”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1-2-A Holder, (iv) one promissory note in the original principal amount of $25,000,000 (“Note A-1-3”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1-3 Holder, (v) one promissory note in the original principal amount of $15,000,000 (“Note A-1-4”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1-4 Holder, (vi) one promissory note in the original principal amount of $100,000,000 (“Note A-2-A”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2-A Holder, and (vii) one promissory note in the original principal amount of $50,000,000 (“Note A-2-B” and, together with Note A-1-1, Note A-1-2-A, Note A-1-2-B, Note A-1-3, Note A-1-4 and Note A-2-A, the “Notes”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2-B Holder, and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”); and
Clause type: investments
 None of Holdings, the Borrower or the Restricted Subsidiaries shall directly or indirectly, make or hold any Investments, except:
Clause type: interest
 (a) The principal of the Advances outstanding from time to time during any month shall bear interest (computed on the basis of actual days elapsed in a 360-day year) at the Floating Rate; provided, however, that from the first day of any month during which any Default or Event of Default occurs or exists at any time, in the Lender's discretion and without waiving any of its other rights and remedies, the principal of the Advances outstanding from time to time shall bear interest at the Default Rate; and provided, further, that in any event no rate change shall be put into effect which would result in a rate greater than the highest rate permitted by law. Interest accruing on the principal balance of the Advances outstanding from time to time shall be payable on the first day of the next succeeding month and on the termination of the Discretionary Credit Facility or earlier demand or prepayment in full.
Clause type: capitalization
 The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which 25,411,800 shares are outstanding as of the date hereof (prior to the issuance of the Units) and 5,000,000 shares of Preferred Stock, of which zero shares are outstanding as of the date hereof. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable. Except (i) for options to purchase Common Stock or other equity awards (including restricted stock units) issued to employees and members of the Board of Directors pursuant to the equity compensation plans or arrangements disclosed in the SEC Reports, (ii) for securities exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company disclosed in the SEC Reports, and (iii) as contemplated by this Agreement, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of the capital stock of, or other equity interests in, the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests. The issue and sale of the Units shall not result in the right of any holder of Company securities to adjust the exercise, conversion or exchange price under such securities. Except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) and the issuance and sale of the Securities shall not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and shall not result in a right of any holder of securities to adjust the exercise, conversion, exchange or reset price under such securities.
Clause type: loans
 (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments.
Clause type: insurance
The Bank shall use the same care with respect to the safekeeping of Portfolio Securities and cash of the Fund held by it as it uses in respect of its own similar property but it need not maintain any special insurance for the benefit of the Fund.
Clause type: ownership_of_shares
 Each Seller is the sole record, legal and beneficial owner of the Seller Shares set forth opposite the name of such Seller on Schedule A hereto. There are no (i) securities convertible into or exchangeable for any of the Seller Shares; (ii) options, warrants or other rights to purchase or subscribe for any of the Seller Shares; or (iii) contracts, commitments, agreements, understandings or arrangements of any kind (contingent or otherwise) relating to the issuance, sale or transfer of any of the Seller Shares, other than the shareholders’ agreement, dated as of December 12, 2005, by and among the Company, Sellers and certain shareholders of the Company (the “Shareholders’ Agreement”).
Clause type: taxes
 All payments of the Guaranteed Obligations will be made by each Loan Guarantor free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Loan Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Guarantor shall make such deductions and (iii) such Loan Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Clause type: base-salary
 As compensation for all services to be rendered pursuant to this Agreement and as payment for the rights and interests granted by Executive hereunder, the Company shall pay or cause any of its subsidiaries to pay the Executive a base salary of $83,333.33 per month (which equates to $1,000,000 per annum) (the "Base Salary"). All amounts of Base Salary provided for hereunder shall be payable in accordance with the regular payroll policies of the Company in effect from time to time.
Clause type: loans
 If a member loans money to the Company, such loans shall be on terms and subject to conditions, that are, in the judgment of the Board, fair and reasonable to the Company.
Clause type: miscellaneous
This Guaranty constitutes the entire agreement of the Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Guaranty shall be in addition to any other guaranty of or collateral security for any of the Obligations. The invalidity or unenforceability of any one or more sections of this Guaranty shall not affect the validity or enforceability of its remaining provisions. Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions. The meanings of all defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of the terms defined.
Clause type: loans
 Each Lender severally agrees, on the terms and conditions of this Agreement, to make a loan (each such loan being a “Loan” and collectively, the “Loans”) on a non-revolving basis to the Borrower in Dollars on the Closing Date in a principal amount up to but not exceeding the amount of the Commitment of such Lender. Thereafter the Borrower may Convert all or a portion of the Outstanding Principal Amount of one Type of Loan into another Type of Loan (as provided in Section 2.05) or Continue one Type of Loan as the same Type of Loan (as provided in Section 2.05), subject in all cases to the limit on the number of Interest Periods that may be outstanding at any one time as set forth in the definition of “Interest Period”.
Clause type: assignment
Neither of the parties hereto may sell, transfer, assign or otherwise dispose of any of its rights or obligations under this Agreement or the Option created hereunder to any other person, without the express written consent of the other party, except that the rights and obligations hereunder will inure to the benefit of and be binding upon any successor of a party hereto.
Clause type: indemnification
In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(i), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisf...
Clause type: whereas
the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);