bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
(A) PROPERTY MANAGER AGREES TO AND SHALL, COMPLETELY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO OWNER), PROTECT AND HOLD OWNER AND ITS RESPECTIVE PRINCIPALS, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AUTHORIZED SUCCESSORS, AUTHORIZED ASSIGNS AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, FINES, PENALTIES, LIABILITIES, LOSSES, TAXES, DAMAGES, INJURIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS', CONSULTANTS' AND EXPERT WITNESS' FEES, AND DEFENSE COSTS AT BOTH THE TRIAL AND APPELLATE LEVELS) (COLLECTIVELY, "DAMAGES") IN ANY MANNER RELATED TO, ARISING OUT OF OR RESULTING FROM (I) ANY FAILURE OF PROPERTY MANAGER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT CAUSING DAMAGE TO OWNER, BUT ONLY TO THE EXTENT SUCH DAMAGES ARE NOT COVERED BY THE INSURANCE MAINTAINED BY OWNER UNDER SECTION 8.05 BELOW, (II) ANY ACTS OF PROPERTY MANAGER BEYOND THE SCOPE OF ITS AUTHORITY UNDER THIS AGREEMENT, (III) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OTHER WRONGFUL OR INTENTIONAL ACTS OR OMISSIONS OF PROPERTY MANAGER, AND (IV) ANY INJURY, DAMAGE OR DEATH TO PROPERTY MANAGER, ITS OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES. THE OBLIGATIONS OF PROPERTY MANAGER UNDER THIS SUBSECTION (A) NOT ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OTHER WRONGFUL OR INTENTIONAL ACTS OR OMISSIONS OF PROPERTY MANAGER SHALL APPLY ONLY TO THE EXTENT DAMAGES OF AN INDEMNIFIED PARTY ARE NOT FULLY PAID BY OWNER’S COMMERCIAL GENERAL LIABILITY INSURANCE DESCRIBED BELOW IN SECTION 8.05(B). NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, PROPERTY MANAGER'S OBLIGATIONS UNDER THIS SECTION 8.01 SHALL SURVIVE THE EXPIRATION, TERMINATION OR CANCELLATION OF THIS AGREEMENT, AND SHALL BIND ANY AND ALL OF THE HEIRS, SUCCESSORS, ASSIGNS, TRANSFEREES AND REPRESENTATIVES OF PROPERTY MANAGER. THE RIGHTS OF OWNER UNDER THIS SECTION 8.01 SHALL ALSO INURE TO THE BENEFIT OF ANY AND ALL OF THEIR PRINCIPALS, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, TRUSTEES, HEIRS, BENEFICIARIES, TRUSTS, SUCCESSORS, ASSIGNS, TRANSFEREES AND REPRESENTATIVES, AND TO THE BENEFIT OF ANY AND ALL PERSONS AND LEGAL ENTITIES WHO ARE, COULD BE OR ARE ALLEGED TO BE, LIABLE FOR THE OBLIGATIONS OF OWNER OR SUCH PRINCIPALS, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, TRUSTEES, HEIRS, BENEFICIARIES, TRUSTS...
Clause type: capitalization
 The authorized equity securities of the Company consist of 25,000 shares of common stock, $10.00 par value per share, of which 2,560 shares are issued and outstanding and constitute the Company Shares. Sellers own all of the Company Shares and constitute all of the Company Shareholders. Teiber owns 1,920 Company Shares and Oberstein owns 640 Company Shares constituting all of the issued and outstanding Company Shares (collectively, the "Seller's Shares"). The Sellers are and will be on the Closing Date the record and beneficial owners and holders of the Seller's Shares, free and clear of all Encumbrances. The Company has no other class or series of capital stock authorized, issued and outstanding. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights or other contracts or commitments that could require any Acquired Company to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Acquired Companies. Except as set forth in Part 3.3 of the Disclosure Letter, with the exception of the Company Shares (which are owned by the Sellers), all of the outstanding equity securities and other securities of each Acquired Company are owned of record and beneficially by one or more of the Acquired Companies, free and clear of all Encumbrances. No legend or other reference to any purported Encumbrance appears upon any certificate representing equity securities of any Acquired Company. All of the outstanding equity securities of each Acquired Company have been duly authorized and validly issued and are fully paid and nonassessable. There are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of any Acquired Company. None of the outstanding equity securities or other securities of any Acquired Company was issued in violation of the Securities Act or any other Legal Requirement. No Acquired Company owns, or has any Contract to acquire, any equity securities or other securities of any Person (other than Acquired Companies) or any direct or indirect equity or ownership interest in any other business.
Clause type: governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.
Clause type: vesting
 Except as provided in Section 7 of the Plan or Paragraph 4 above, the Option shall become exercisable with respect to the number of Option Shares specified on the Exercisability Dates set forth above. Once exercisable, the Option shall continue to be exercisable at any time or times prior to the Expiration Date, subject to the provisions hereof and of the Plan.
Clause type: base-salary
 During the Term, for all services rendered under this Agreement, the Company shall pay the Employee a base salary (“Base Salary”), payable in accordance with the Company’s applicable payroll practices, at an initial annual rate of $300,000, which base salary shall thereafter be subject to annual review and adjustment at the discretion of the board of directors of the Company (the “Board”). References in this Agreement to “Base Salary” shall be deemed to refer to the most recently effective annual base salary rate.
Clause type: payment
 The Commonwealth will make purchase and make payment through a reseller contract or another procurement document, which shall control with regard to payment amounts and provisions.
Clause type: investments
 The Company will not, and will not cause or permit any of its Subsidiaries (other than Subsidiaries that are part of the Venezuelan Division) to make, maintain or suffer to exist any Investment, except the following:
Clause type: investments
 Neither Borrower nor any Subsidiary of Borrower has any Investments except as described on Schedule 1. Schedule 1 is a complete and correct description of the name and jurisdiction of organization of each Subsidiary of Borrower.
Clause type: miscellaneous
It is understood and agreed, further, that the Escrow Agent shall:
Clause type: base-salary
 Executive’s initial annual base salary for all services rendered shall be Three Hundred Fifty Five Thousand and 00/100 Dollars ($355,000) (less applicable taxes and withholdings) payable in accordance with the Company’s payroll practices as they may exist from time to time (such salary, as adjusted in accordance with this Section 3.1, referred to herein as “Base Salary”). Effective as of the Effective Date of the IPO, Executive’s Base Salary shall be raised to Three Hundred Seventy Thousand and 00/100 Dollars ($370,000) (less applicable taxes and withholdings). Base Salary may be reviewed and adjusted by the Company, at its discretion, in accordance with the Company’s policies, procedures, and practices as they may exist from time to time, provided that the Base Salary shall not be decreased unless the decrease is an across-the-board decrease for all senior management employees of the Company.
Clause type: governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS.
Clause type: interest
 Citizens Financial Group, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Subordinated Note at a rate per annum equal to (a) from February 11, 2021 to, but excluding, February 11, 2026 (the “Reset Date”), 3.750% and (b) from and including the Reset Date to, but excluding February 11, 2031 (the “Maturity Date”), the Five-Year U.S. Treasury Rate as of the day falling two Business Days prior to the Reset Date (the “Reset Determination Date”) plus 2.5%, in each case, computed on the basis of a 360-day year comprised of twelve 30-day months. The Company will pay interest on this Subordinated Note (i) semi-annually in arrears on February 11 and August 11 of each year (each, an “Interest Payment Date”) or, if any such day is not a Business Day, on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date to the Holder of record of this Subordinated Note on the 15th day preceding the applicable Interest Payment Date with respect to such Interest Payment Date (each, a “Record Date”). Interest on this Subordinated Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including February 11, 2021; provided that the first Interest Payment Date shall be August 11, 2021.
Clause type: taxes
 All Fees due under this Agreement are exclusive of tax. All taxes, duties, fees and other governmental charges of any kind (including sales, turnover, services, use and value-added taxes, but excluding taxes based on the net income of PIR) which are imposed by or under the authority of any government or any political subdivision thereof on the fees for any services, software and/or hardware shall be borne by Registrar and shall not be considered a part of, a deduction from or an offset against such Fees. All payments due to PIR shall be made without any deduction or withholding on account of any tax, duty, charge or penalty except as required by law, in which case, the sum payable by Registrar from which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, PIR receives and retains (free from any liability with respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.
Clause type: interest
 The interest rate shall be at the rate per annum which is four percent (4%) higher than the "prime rate" published in The Wall Street Journal on the date such payment was due.
Clause type: notices
Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or by private national courier service, or be mailed, certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if sent by private national courier service, on the next business day after delivery to the courier, or, if mailed, two business days after the date of mailing, as follows: If to the Company, to: Star Maritime Acquisition Corp. c/o Schwartz & Weiss, P.C. 457 Madison Avenue New York, New York 10022 Attn: Akis Tsirigakis If to a Stockholder, to his address set forth in Exhibit A. and if to the Escrow Agent, to: American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 Attn: ___________ A copy of any notice sent hereunder shall be sent to: Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. 666 Third Avenue, 25th Floor New York, New York 10017 Attn: Stephen J. Gullotta, Jr., Esq. and: Maxim Group LLC 405 Lexington Avenue New York, New York 10174 Attn: Clifford A. Teller and: Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Attn: Fran Stoller, Esq. The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.
Clause type: representations
and Warranties. 4.1 Party A hereby represents and warrants as follows:
Clause type: whereas
the Trust is authorized to create separate funds, each with its own separate investment portfolio of which the beneficial interests are represented by a separate series of shares; one of such funds created by the Trust being designated as the Aggressive Growth Portfolio (the "Fund"); and
Clause type: miscellaneous
Except as contemplated by the terms hereof or subpoena issued by a court of competent jurisdiction, Kuhns Brothers shall keep confidential all non-public information provided to it by the Company, and shall not disclose such information to any third party, other than such of its employees and advisors as Kuhns Brothers determines to have a need to know. Except as required by applicable law, any advice to be provided by Kuhns Brothers under this Agreement shall not be disclosed publicly or made available to any third parties without the prior approval by Kuhns Brothers, and accordingly such advice shall not be relied upon by any person or entity other than the Company. The term of Kuhns Brothers' engagement hereunder shall extend from the date hereof until terminated as set forth below. Subject to the provisions of this Agreement that shall survive any termination or expiration of the understanding between the parties, either party may terminate Kuhns Brothers' engagement hereunder at any time by giving the other party at least 10 days written notice. The Company agrees that Kuhns Brothers has the right to place advertisements in financial and other newspapers and journals describing the Company's Financing and Kuhns Brothers' related services to the Company hereunder, provided that Kuhns Brothers will submit a copy of any such advertisements to the Company for its prior approval, which approval shall not be unreasonably withheld. Nothing in this Agreement, expressed or implied, is intended to confer or does it confer on any person or entity other than the parties hereto or their respective successors and assigns, and to the extent expressly set forth herein, the Indemnified Persons, any rights or remedies under or by reason of this Agreement or as a result of the services to be rendered by Kuhns Brothers hereunder. Neither the execution and delivery of this letter Agreement by the Company nor the consummation of the transactions contemplated hereby will, directly or indirectly, with or without the giving of notice or lapse of time, or both: (i) violate any provisions of the Certificate of Incorporation or By-laws of the Company; or (ii) violate, or be in conflict with, or constitute a default under, any agreement, lease, mortgage, debt or obligation of the Company or require the payment, any pre-payment or other penalty with respect thereto. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceabilit...
Clause type: headings
The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.
Clause type: foreign_investors
 If the Purchaser is located outside the United States at the time of the Closing, the purchase of the Series A Preferred Stock and the performance of the Purchaser’s obligations hereunder are legally permitted by all laws and regulations to which it is subject and all consents, approvals, or authorizations of, and all designations, declarations or filings with, any governmental authority or agency required in the jurisdiction in which the Purchaser is located, in connection with the valid execution and delivery of this Agreement and the performance of its obligations hereunder, have been obtained by the Purchaser and will be effective on the relevant Closing Date.
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 respective Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i)(A) with respect to any Eurodollar Borrowing, an integral multiple of $1,000,000 and not less than $5,000,000 or (B) with respect to any ABR Borrowing, an integral multiple of $1,000 and not less than $100,000 or (ii) equal to the remaining available balance of the Commitments.
Clause type: whereas
the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment series of the Corporation listed on Schedule A attached hereto (the "Portfolio"), and the Subadviser is willing to furnish such services;
Clause type: dividends
 Participant acknowledges and agrees that the Company will pay, or cause to be paid, any cash dividends payable in respect of Restricted Stock through such method(s) of payment as the Company deems advisable, on or promptly after the date established by the Board of Directors for the payment of such cash dividend to holders of the Company’s Common Shares (the “Dividend Payment Date”), including, but not limited to: (i) payment by the Company’s transfer agent through the procedures established generally for shareholders of record; or (ii) payment by the Company to Participants directly either through the Company’s payroll system in the first payroll check which is issued to the Participant after the Dividend Payment Date or by appropriate check, draft or automatic deposit.
Clause type: now
THEREFORE for and in consideration of the premises and of the respective representations, warranties, covenants, agreements and conditions of the parties contained herein, it is hereby agreed as follows:
Clause type: capitalization
 The Company’s authorized equity capitalization is as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus.
Clause type: financing
 (a) TCG has delivered to Sunoco a true and complete copy, as of the date hereof, the executed commitment letter from J.P. Morgan Ventures Energy Corporation and JPMorgan Chase Bank, N.A. (the “JPM Commitment Letter”) attaching term sheets for (i) a senior secured credit facility (the “Debt Term Sheet”) pursuant to which, and subject to the terms and conditions thereof and the JPM Commitment Letter, the lender parties thereto have committed to lend the amounts set forth therein to TCG and NewCo for the purpose of providing NewCo with working capital financing (the foregoing arrangement, the “Debt Financing”), and (ii) a crude oil and refined products intermediation facility (the “Intermediation Term Sheet”) pursuant to which, and subject to the terms and conditions thereof and the JPM Commitment Letter, the Intermediary has agreed to purchase the inventory and contracts related thereto, and to consummate the Intermediation Transactions (the foregoing arrangement, the “Intermediary Financing”). TCG and NewCo have delivered to Sunoco a true and complete copy of the executed commitment letter (the “Equity Commitment Letter” and, together with the JPM Commitment Letter, the “Financing Commitments”) from the Guarantor pursuant to which, and subject to the terms and conditions thereof, the Guarantor has committed to invest the amounts set forth therein (as may be amended, modified or replaced in accordance with this Agreement, the “Equity Financing” and, together with the Debt Financing and the Intermediary Financing, the “Financing”).
Clause type: ownership_of_shares
 Principal owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to the Company pursuant to this Agreement, the Acquiror Company Preferred Stock free and clear of any and all Liens. There are no options, rights, voting trusts, stockholder agreements or any other contracts or understandings to which Principal is a party or by which Principal or Principal’s Acquiror Company Preferred Stock are bound with respect to the issuance, sale, transfer, voting or registration of such Acquiror Company Preferred Stock. At the Closing Date, the Company will acquire good, valid and marketable title to such Acquiror Company Preferred Stock free and clear of any and all Liens.
Clause type: capitalization
 The authorized capital stock of the Company conforms in all material respects to the description thereof under “Description of Stock” as set forth in the Prospectus. The shares of Common Stock outstanding have been duly authorized and validly issued and are fully paid and non-assessable. None of the shares of Common Stock including the Securities to be purchased by the Underwriters from the Selling Stockholders, was issued in violation of the preemptive or other similar rights of any security holder of the Company.
Clause type: conversion_of_shares
 (a) Each share of IVAX Common Stock issued and outstanding immediately before the Effective Time (excluding those owned by Bergen or any wholly owned subsidiary of IVAX or Bergen) and all rights in respect thereof, shall, at the Effective Time, without any action on the part of any holder thereof, forthwith cease to exist and be converted into and become exchangeable for 0.4200 shares of common stock, par value $0.01 per share, of BBI ("BBI Common Stock"; such ratio of shares of IVAX Common Stock to shares of BBI Common Stock being referred to as the "IVAX Exchange Ratio").
Clause type: headings
Article, Section and other headings used in this Agreement are intended for convenience only and shall not affect the meaning or construction of this Agreement.
Clause type: assignment
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall assign this Agreement without the prior written consent of the other Parties, in its sole discretion; provided that a Seller and Purchaser may each assign this Agreement and any rights or obligations hereunder to any of its respective lenders as collateral security (and each of the Sellers and Purchaser hereby agrees to execute a third-party consent and direct agreement with such lender in connection therewith); provided, further that, notwithstanding anything to the contrary in this Agreement, at any time, without the prior written consent of Purchaser or Investor, VSI may assign any or all of its rights and obligations under this Agreement to VSD so long as VSD has all of the Permits required to perform the Installation, warranty and other services in Hawaii required by this Agreement, and immediately upon such assignment, VSI shall be automatically released of all of its obligations and liabilities under this Agreement to the extent of such assignment (except that, for the avoidance of doubt, no such assignment by VSI shall satisfy, modify or reduce its obligations under the Sponsor Guaranty). Any attempted assignment of this Agreement other than in strict accordance with this Section 6.11 shall be null and void and of no force or effect.
Clause type: assignment
Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchaser without the express written consent of the other Party, except that the Purchaser may assign all or any part of its rights and obligations hereunder to any affiliate of the Purchaser without the consent of the Company, provided that no such assignment shall relieve the Purchaser of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment in violation of the foregoing sentence shall be null and void.