bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 The Company has timely filed all necessary federal, state and foreign income and franchise tax returns and has paid all taxes shown thereon as due, and there is no tax deficiency that has been or, to the best of the Company’s knowledge, might be asserted against the Company that might have a material adverse effect on the financial condition, earnings, operations, business or business prospects of the Company, and all material tax liabilities are adequately provided for on the books of the Company.
Clause type: termination
The Company and Advisor may terminate this Agreement prior to the expiration of the Primary Term upon thirty (30) days written notice with mutual written consent. Failing to have mutual consent, without prejudice to any other remedy to which the terminating party may be entitled, if any, either party may terminate this Agreement with thirty (30) days written notice under the following conditions:
Clause type: payment
 3.1 Contractor shall pay an advance payment of $ ____ to Subcontractor ___ weeks prior to the commencement of the work. Another payment of $ ___ will be paid, upon completion of 50% of the work. The balance of $___ will be paid upon full and satisfactory completion of the work.
Clause type: counterparts
This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
Clause type: dividends
 So long as any shares of Series A Cumulative Preferred Stock will be outstanding, the holders of the Series A Cumulative Preferred Stock will be entitled to receive cumulative preferential dividends accruing at the LIBOR Rate on the value of $100.00 per share, payable quarterly on the 1st day of March, June, September and December of each year, beginning December 1, 1997 (each date being called a "Dividend Payment Date"), the dividends to be cumulative and payable as allowed by the Nevada Business Corporation Act, Chapter 78, Nevada Revised Statutes, with respect to the quarterly dividend period (or portion of it) ending on the day preceding the respective Dividend Payment Date, fixed for that purpose by the Board in advance of payment of each particular dividend. The LIBOR Rate shall mean the rate (rounded, if necessary, to the next higher 1/100 of 1%) for deposits in United States Dollars for a maturity of three months which appears on the Telerate Page 3750 at approximately 11:00 a.m. London time representing the offered side of dollar deposits in the London market two (2) London business days prior to the effective date of the applicable LIBOR Rate. The LIBOR Rate shall be presumed to be the three months London Interbank Offered Rates as shown in the Wall Street Journal under "Money Rates" as long as such rates are published. The LIBOR Rate will be fixed on the Original Issue Date and thereafter be changed at every Dividend Payment Date to be effective until the next Dividend Payment Date. The "Original Issue Date" means the first date on which the Corporation will issue any shares of Series A Cumulative Preferred Stock. Dividends on the Series A Cumulative Preferred Stock shall be cumulative from the Original Issue Date (whether or not declared and whether or not in any dividend period or dividend periods there will be net profits or net assets of the Corporation legally available for the payment of those dividends). So long as any shares of Series A Cumulative Preferred Stock shall remain outstanding, the Corporation may not declare or pay any dividend, make a distribution, or purchase, acquire, redeem, or set aside or make monies available for a sinking fund for the purchase or redemption of, any shares of stock of the Corporation ranking junior to the Series A Cumulative Preferred Stock with respect to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up of the Corporation including Common Stock, par valu...
Clause type: investments
 None of the Borrower or any Restricted Subsidiary will purchase, hold, acquire, make or otherwise permit to exist any Investment in any other Person, except:
Clause type: dividends
 All dividends payable on the Restricted Stock (whether or not vested) will be payable in cash.
Clause type: taxes
 (a) For purposes of this Section 2.14, the term “applicable law” includes FATCA.
Clause type: whereas
The Fund has furnished the Manager with copies properly certified or authenticated of each of the following:
Clause type: interest
 The Notes shall bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from August 20, 2012 at the rate of 4.50% per annum payable semiannually in arrears; interest payable on each Interest Payment Date shall include interest accrued from August 20, 2012, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are March 1 and September 1, commencing on March 1, 2013; and the record date for the interest payable on any Interest Payment Date is the close of business on February 15 or August 15, as the case may be, next preceding the relevant Interest Payment Date.
Clause type: payment
 Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier’s check. Payments will be applied first to accrued late charges and attorney’s fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs.
Clause type: compensation
 Sub-Advisor agrees to pay to Sub-Sub-Advisor and Sub-Sub-Advisor agrees to accept as full compensation for all services rendered by Sub-Sub-Advisor as such a fee, computed daily and payable monthly, as agreed to between Sub-Sub-Advisor and Sub-Advisor from time to time.
Clause type: notices
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy or electronic transmission), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice or electronic transmission, when received, addressed as follows in the case of Holdings, the Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto: Holdings: Avis Budget Holdings, LLC 6 Sylvan Way Parsippany, New Jersey 07054 Attention: David B. Wyshner Telecopy: (973) 496-5080 Telephone: (973) 496-7938 Borrower: Avis Budget Car Rental, LLC 6 Sylvan Way Parsippany, New Jersey 07054 Attention: David B. Wyshner Telecopy: (973) 496-5080 Telephone: (973) 496-7938 Administrative Agent: JPMorgan Chase Bank, N.A. 1111 Fannin Street 10th Floor Houston, Texas 77002 Attn: Omar E. Jones Telecopy: (713) 750-2938 Telephone: (713) 750-7912 with a copy to: JPMorgan Chase Bank, N.A. 383 Madison Avenue Floor 24 New York, NY 10179 Attention: Robert Kellas Telecopy: 212-270-5100 Telephone: 212-270-3560 provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Clause type: entire
Agreement. This Agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all other or prior understandings, agreements and negotiations between the parties.
Clause type: loans
 Make any loans or other advances of money (other than for salary, travel advances, advances against commissions and other similar advances in the Ordinary Course of Business) to any Person.
Clause type: termination
The financing arrangements contemplated hereby shall be in effect until the Commitment Termination Date, and the Loans and all other Obligations shall be automatically due and payable in full on such date.
Clause type: entire
Agreement. THIS CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Clause type: now
THEREFORE in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: now
THEREFORE in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Investor hereby agree as follows:
Clause type: whereas
the Company’s registration statement on Form S-1, File No. 333-[●] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
Clause type: headings
The headings of various sections of this Amendment have been inserted for reference only and shall not be deemed to be a part of this Amendment.
Clause type: definitions
In addition to any terms defined in the body of this Agreement, the following capitalized terms shall have the meanings set forth hereinafter whenever they appear in this Agreement:
Clause type: foreign_investors
 If the Buyer is not a United States person, Buyer hereby represents that it is satisfied with the full observance of the laws of Buyer's jurisdiction in connection with the offer and sale of the Preferred Shares and the offer of the Conversion Shares. None of the transactions contemplated by this Agreement or any of the Transaction Documents to which it is a party will violate the laws of Buyer's jurisdiction.
Clause type: miscellaneous
A. Appendix A sets forth the names and the signatures of all Authorized Persons, as certified by the Secretary of the Fund. The Fund agrees to furnish to the Custodian a new Appendix A in form similar to the attached Appendix A, if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Appendix A shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Oral Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Appendix A.
Clause type: payment
 Unless otherwise expressly provided on the reverse side hereof, all payments are to be made net 30 days after date of invoice. Seller may at any time require full or partial payment in advance of delivery, or in advance of manufacture, or satisfactory assurances or security from Buyer that invoices will be paid when due if in Seller’s judgment the same at any time becomes necessary. If payment is not made when due, interest at the lower of 1 1/2 % per month or the highest rate permitted by applicable law will be charged thereon and paid by Buyer from the due date thereof until paid. In the event Buyer does not pay within the terms of this Contract, all collection costs incurred by Seller, including attorneys’ fees, will be paid by Buyer. Time and terms of payment are of the essence and if any default therein be made by Buyer or if the financial responsibility of Buyer shall at any time become impaired or unsatisfactory to Seller, Seller shall have the right to terminate this Contract or to defer or to discontinue further shipments hereunder until past due payments are made or satisfactory assurances of Buyer’s financial responsibility are received by Seller (without prejudice, however, to any rights or claims which Seller may have in law or in equity) and such right shall continue irrespective of any prior failure on the part of Seller to exercise such right. Each shipment is to be considered a separate sale.
Clause type: representations
and Warranties. The Borrowers represent and warrant to the Lenders that:
Clause type: investments
 The Borrower will not, nor will it permit any of its Consolidated Subsidiaries to, make Investments in or to any Persons, except for (i) Permitted Investments and (ii) other Investments (including Investments consisting of a minority equity interest retained by the Borrower or a Consolidated Subsidiary in connection with a sale of a majority equity interest in a Subsidiary valued in accordance with GAAP), provided that (A) the aggregate amount of all Investments made pursuant to this clause (ii) on or after February 1, 1998 (but excluding for purposes of calculating such aggregate amount utilized the lesser of the Book Value or purchase price of any previously included Investments in a Person which subsequently has become a Guarantor), together with the aggregate amount of 51 Restricted Payments made pursuant to Section 8.5(iv) on or after February 1, 1998, shall not exceed an amount equal to the sum of $35,000,000, plus 50% of aggregate Consolidated Restricted Net Income for the period from February 1, 1998 through the most recent Calculation Date preceding the date of such Investment with respect to which the Agent shall have received the Required Financial Information, minus 100% of Consolidated Restricted Net Income for any full fiscal year period for which Consolidated Restricted Net Income is a negative amount and occurring during the period from February 1, 1998 through the most recent fiscal year end preceding the date of such Investment with respect to which the Agent shall have received the Required Financial Information, plus the aggregate Net Proceeds received by the Borrower and/or any of the Consolidated Subsidiaries from all Equity Transactions consummated during the period from February 1, 1998 through the most recent Calculation Date preceding the date of such Investment with respect to which the Agent shall have received the Required Financial Information, plus (without duplication) the sum of all proceeds and other distributions received by the Borrower and/or any of the Consolidated Subsidiaries subsequent to February 1, 1998 from the operations or sales of Unconsolidated Subsidiaries and any other asset or Investment of the Borrower or any Consolidated Subsidiary which is not, in accordance with GAAP, shown as an asset or Investment, as applicable, on a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, for the period from February 1, 1998 through the most recent Calculation Date preceding the date of such In...
Clause type: payment_terms
 5.1 Paragraphs 1.11, 1.12 and 1.17 define Licensed Method, Licensed Product, and Patent Rights, so that Earned Royalties are payable on products and methods covered by Valid Claims in the Patent Rights (which includes both pending patent applications and issued patents). Earned Royalties will accrue for the duration of Patent Rights and will accrue when Licensed Products are invoiced, or if not invoiced, when delivered or otherwise exploited by Licensee or Sublicensee in a manner constituting a Net Sale as defined in Paragraph 1.14. Sublicense Fees with respect to any Attributed Income shall accrue to The Regents within thirty (30) days of the date that such Attributed Income is received by Licensee. Licensee shall use diligent efforts to collect from its Sublicensees all Attributed Income that is due to Licensee, and if a Sublicensee materially defaults in an obligation to pay Attributed Income, and does not cure such default within ninety (90) days of the date such Attributed Income is due, then Licensee shall terminate the corresponding sublicense.
Clause type: entire
Agreement. This Agreement and any other document to be furnished pursuant to the provisions hereof embody the entire agreement and understanding of the parties hereto as to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to in such documents. This Agreement and such documents supersede all prior agreements and understandings among the parties with respect to the subject matter hereof.
Clause type: taxes
 Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder, excluding any taxes imposed on, or with respect to, Hawthorne’s income, revenues, gross receipts, personnel or real or personal property or other assets unless otherwise specified in writing.
Clause type: payment
 For services performed in accordance with this Agreement, payment shall be made to CONTRACTOR as provided in Exhibit “B” hereto as funding permits.
Clause type: whereas
the parties hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold each Note;
Clause type: capitalization
 The authorized capital stock of Citadel consists of 25,000,000 shares of no par value Common Stock of which 19,450,909 shares of Common Stock are currently issued and outstanding, and 1,199,000 shares of $.01 par value preferred stock of which 917,500 shares are issued and outstanding. Citadel has also authorized 2,200,000 shares of Series AA Convertible Preferred Stock to be issued to investors in a private offering and 3,800,000 shares of Series BB Convertible Preferred Stock which were issued to acquire SAN. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Schedule 3, there are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Citadel to issue or to transfer from treasury any additional shares of its capital stock of any class.
Clause type: ownership_of_shares
 The Shareholder is the sole record and beneficial owner of the shares of Company Common Stock set forth after such Shareholder’s name on Schedule A hereto and has no other ownership interest or right to acquire any shares of capital stock of the Company or securities convertible into capital stock of the Company. Such Shareholder’s shares of Company Common Stock are not subject to any encumbrance, any rights of first refusal of any kind, options, preemptive rights, voting arrangements or other rights of third parties to acquire any of such shares. The Shareholder has good and valid title to, and has the unrestricted (except for restrictions imposed generally under applicable federal and state securities laws) right to transfer and sell such Shareholder’s shares of Company Common Stock to TPI in accordance with the terms of this Agreement.
Clause type: assignment
This Agreement and all rights hereunder are personal to Employee and may not be transferred or assigned by Employee at any time. The Company may assign its rights, together with its obligations hereunder, to any parent, subsidiary, affiliate or successor, or in connection with any sale, transfer or other disposition of all or substantially all of its business and assets, provided, however, that any such assignee assumes the Company’s obligations hereunder.
Clause type: definitions
1.1 The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary:
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
Clause type: interest
 Customer shall not earn interest on its Prepayments. NYISO shall apply any interest actually earned on Prepayments to offset NYISO costs otherwise recovered through Schedule 1 of the OATT and Rate Schedule 1 of the Services Tariff.
Clause type: termination
This Preferred Securities Guarantee shall terminate upon (i) the distribution of the Debentures to all Holders or (ii) full payment of the amounts payable in accordance with the Declaration upon liquidation of the Issuer. Notwithstanding the foregoing, this Preferred Securities Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid under the Preferred Securities or under this Preferred Securities Guarantee.
Clause type: entire
Agreement. This Agreement and the agreements and documents referenced herein constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between the Parties with respect to the subject matter hereof.
Clause type: assignment
This agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign this agreement nor any rights, privileges, duties or obligations hereunder without the prior written consent of the other parties, except that we may assign or transfer this agreement to any broker-dealer which becomes the underwriter of the Company without obtaining your written consent. For the avoidance of doubt, the parties agree that a change of control of the Distributor shall not constitute an assignment of this agreement.
Clause type: counterparts
This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.