bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
Tenant hereby indemnifies and agrees to defend, save and hold Landlord harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or about the Premises, arising directly or indirectly out of use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, unless caused solely by the willful misconduct or gross negligence of Landlord. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party.
Clause type: payment
 All payments made by INDOT, if any, shall be made in arrears in conformance with State fiscal policies and procedures and, as required by I.C. 4-13-2-14.8, by electronic funds transfer to the financial institution designated by the LPA in writing unless a specific waiver has been obtained from the Indiana Auditor of State. No payments will be made in advance of receipt of the goods or services that are the subject of this Contract except as permitted by I.C. 4-13-2-20.
Clause type: investment-company-act
 The Company shall not take any action that would require it or any of its Subsidiaries to register as an investment company under the Investment Company Act of 1940.
Clause type: termination
Executive's employment hereunder may be terminated during the Employment Period under the following circumstances:
Clause type: whereas
Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuer’s obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein; and
Clause type: taxes
 5.5.1 Any federal, state, or local sales, use, excise, gross receipts, transaction or similar taxes, fees or surcharges resulting from the performance of this Agreement shall be borne by the Party upon which the obligation for payment is imposed under Applicable Law, even if the obligation to collect and remit such taxes is placed upon the other Party. However, where the selling Party is permitted by law to collect such taxes, fees or surcharges, from the purchasing Party, such taxes, fees or surcharges shall be borne by the Party purchasing the services. Each Party is responsible for any tax on its corporate existence, status or income. Whenever possible, these amounts shall be billed as a separate item on the invoice. To the extent a sale is claimed to be for resale tax exemption, the purchasing Party shall furnish the providing Party a proper resale tax exemption certificate as authorized or required by statute or regulation by the jurisdiction providing said resale tax exemption. Until such time as a resale tax exemption certificate is provided, no exemptions will be applied. If either Party (the Contesting Party) contests the application of any tax collected by the other Party (the Collecting Party), the Collecting Party shall reasonably cooperate in good faith with the Contesting Party's challenge, provided that the Contesting Party pays any costs incurred by the Collecting Party. The Contesting Party is entitled to the benefit of any refund or recovery resulting from the contest, provided that the Contesting Party is liable for and has paid the tax contested.
Clause type: compensation
 Except as otherwise expressly set forth below, the Executive's compensation shall be determined by, and in the sole discretion of, the Board or a committee of the Board.
Clause type: base-salary
 During the Employment Period, the Company shall pay to the Executive an annual base salary at the rate of $170,000 per annum, payable in accordance with the Company's executive payroll policy. Such base salary shall be reviewed annually, commencing January 1, 1998, and may be increased (but shall not be decreased except in conjunction with a general reduction of executive salaries), as determined by the Company's Human Resources and Compensation Committee (the "Compensation Committee"). The Executive's base salary, as increased or decreased hereunder, is referred to herein as the "Base Salary."
Clause type: base-salary
 During the Term, the Company shall, as compensation for the obligations set forth herein and for all services rendered by Executive in any capacity during such employment under this Agreement, including services as an officer, employee or other appointee with respect to the Company, pay Executive a base salary (“Base Salary”) at the annual rate of $500,000 per year, payable in accordance with the Company’s standard payroll practices as in effect from time to time. The Base Salary shall be reviewed by the PubliCo Board (or a duly authorized committee thereof) on an annual basis for increases but not decreases.
Clause type: indemnification
Borrower agrees to indemnify and hold harmless Lender and the shareholders, directors, agents, officers, subsidiaries, and affiliates of Lender and any Person that controls Lender from and against any and all claims, actions or causes of action and suits whether groundless or otherwise, and from and against any and all liabilities, losses, settlement payments, obligations, damages and expenses of every nature and character arising out of or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby or thereby or which otherwise arise in connection with the financing including, without limitation, (a) any actual or proposed use by Borrower of the proceeds of any of the Loan, (b) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of Borrower or Owner, (c) Borrower or Owner entering into or performing this Agreement or any of the other Loan Documents, (d) any actual or alleged violation of any law, ordinance, code, order, rule, regulation, approval, consent, permit or license relating to the Collateral Property, (e) in the event that Lender or any nominee of Lender shall foreclose or otherwise obtain title to all or any portion of the Collateral, any obligations, duties or liabilities of Borrower, Owner or any other Person pledging Collateral, (f) with respect to Borrower and Owner and their respective properties, the violation of any Environmental Law, the Release or threatened Release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to claims with respect to wrongful death, personal injury or damage to property), (g) the exercise by Lender of the rights and remedies set forth in Article 12, (h) any claims that may be made against Lender or its nominee with respect to any exclusions or limitations from non-recourse provisions contained in any of the Mortgage Loan Documents, (i) any cost, claim or liability under Owner Organizational Agreements or the Mortgage Loan Documents, (j) any cost, claim, liability, damage or expense in connection with any harm Borrower may be found to have caused in the role of a broker, in each case including, without limitation, the reasonable fees and disbursements of counsel actually incurred in connection with any such investigation, litigation or other proceeding; provided, however, that neither the Borrower nor the Gu...
Clause type: investments
 Any monies in the Development Program Fund shall be invested and reinvested in Qualified Investments as determined by the Town. The Town shall have discretion regarding the investment of such monies, provided such monies are invested in Qualified Investments. As and when any amounts thus invested may be needed for disbursements, the Town shall cause a sufficient amount of such investments to be sold or otherwise converted into cash to the credit of such account. The Town shall have the sole and exclusive right to designate the investments to be sold and to otherwise direct the sale or conversion to cash of investments made with monies in the Development Program Fund.
Clause type: insurance
Maintain and keep in force insurance of the types and in amounts customarily carried in lines of business similar to that of Borrower, including but not limited to fire, extended coverage, public liability, flood, property damage and workers' compensation, with all such insurance carried with companies and in amounts satisfactory to Bank, and deliver to Bank from time to time at Bank's request schedules setting forth all insurance then in effect.
Clause type: base-salary
 During the Employment Period, Executive will be paid an annual salary of $375,000.00 as compensation for his services (the “Base Salary”), payable on regular pay dates of the Company and subject to applicable employment tax, income tax and other customary withholdings. The Base Salary shall be reviewed for adjustment by the Company no less frequently than annually, and the Company may increase, but shall not decrease, Executive’s Base Salary. If adjusted, such adjusted amount will become the Base Salary for all purposes under this Agreement.
Clause type: representations
and Warranties. As of the date hereof, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:
Clause type: capitalization
 Schedule 4.4 of the Disclosure Schedule sets forth for each Group Company (a) its name, jurisdiction of incorporation, jurisdiction of domicile and registration, (b) the number and description of authorized Equity Interests, (c) the number of issued and outstanding Equity Interests, the names of the holders thereof, and the number and description of Equity Interests held by each such holder, and (d) the number of Equity Interests held in treasury (if any). Seller holds of record and owns beneficially the Purchased Interests, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. All of the issued and outstanding Equity Interests of each Group Company have been duly authorized and are validly issued, fully paid, and non-assessable. Except as set forth on Schedule 4.4 of the Disclosure Schedule, (i) there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Group Companies to sell, transfer, or otherwise dispose of any Equity Interests or that could require any Group Companies to issue, sell, or otherwise cause to become outstanding any of its own Equity Interests, (ii) there are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Group Companies and (iii) there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any Equity Interests of any Group Companies. The donations of stock made between Mr. Bernardo Dosoretz and Seller were legally made, and Seller and the other heirs of the donor have consented such donations and have resigned to any claim in such regard.
Clause type: capitalization
 The authorized capital stock of the Company consists of 25,000,000 shares of common stock, par value $.01 per share (defined above as "Common Stock"), and 2,500,000 shares of preferred stock, par value $.10 per share. As of December 10, 1998, there were outstanding (i) 2,594,827 shares of Common Stock and no shares of preferred stock, (ii) stock options held by employees and nonemployee directors of the Company to purchase a total of 845,319 shares of Common Stock at such exercise prices as set forth in Schedule 3.05, and (iii) stock awards to nonemployee directors in aggregate amount equal to 13,728 shares of Common Stock. All outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in this Section and in Schedule 3.05 or as disclosed in the SEC Reports, and except for changes since December 10, 1998 resulting from the exercise of stock options granted to employees and nonemployee directors of the Company and referred to in the preceding clause (ii), there are outstanding (a) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (c) no options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (d) no stock appreciation rights or similar rights with respect to any securities of the Company (the items in clauses 3.05(a), 3.05(b), 3.05(c) and 3.05(d) being referred to collectively as the "Company Securities"). There are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Securities.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of one thousand (1,000) shares of Common Stock, of which there are one hundred (100) shares of Common Stock issued and outstanding. No shares of Common Stock are held in the treasury of the Company. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. The Company does not have any outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) on any matter. There are no options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, relating to issued or unissued Common Stock or obligating the Company to issue, redeem, repurchase or otherwise acquire any share of Common Stock, or other equity interest in the Company. The Seller is the sole record owner of the Shares, free of any Encumbrances, and the Seller has the power and authority to sell the Shares to the Buyer.
Clause type: counterparts
This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Clause type: definitions
As used throughout this Agreement, the following capitalized terms shall have the indicated meanings:
Clause type: loans
 Each Advance hereunder shall consist of Loans made from the several Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment except for Swing Line Loans which shall be made by the Swing Line Lender in accordance with Section 2.14 and Competitive Bid Loans made in accordance with Section 2.15. The Advances may be ABR Advances or LIBOR Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.10 and 2.11.
Clause type: counterparts
This Agreement and the other Loan Papers may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. In making proof of any such agreement, it shall not be necessary to produce or account for any counterpart other than one signed by the party against which enforcement is sought.
Clause type: capitalization
 The authorized capital stock of the Borrower consists, on the date hereof, of an aggregate of 1000 shares of common stock, no par value, of which 1000 shares are duly and validly issued and outstanding, each of which shares is fully paid and nonassessable. As of the date hereof, there are no outstanding Equity Rights with respect to the Borrower and there are no outstanding obligations of the Borrower to repurchase, redeem, or otherwise acquire any shares of capital stock of the Borrower nor are there any outstanding obligations of the Borrower to make payments to any Person, such as "phantom stock" payments, where the amount thereof is calculated with reference to the fair market value or equity value of the Borrower.
Clause type: confidentiality
Prior to the execution of this Agreement and prior to the consummation of the Merger, each of First Choice and Enterprise, and their respective Subsidiaries, Affiliates, officers, directors, agents, employees, consultants and advisors have provided, and will continue to provide one another with information which may be deemed by the party providing the information to be non-public, proprietary and/or confidential, including but not limited to trade secrets of the disclosing party. Each party hereto acknowledges and agrees that it will not use the non-public, proprietary and/or confidential information received by it pursuant to this Agreement and in connection with the transactions contemplated by this Agreement in violation of this Agreement or any other agreements related to the transactions contemplated by this Agreement, unless such information has been made available to the public generally by the owner thereof or such party is required to disclose such information by a Governmental Authority; provided, however, that a party may disclose such information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with the Agreement or the transactions contemplated by this Agreement or (ii) to any existing or prospective Affiliate, partner, member, shareholder, or wholly-owned Subsidiary of such party in the Ordinary Course of Business, provided, that such party informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information.
Clause type: payment
 6.2.1. GRTC shall pay all undisputed portions of properly documented invoices within 30 days after receipt of Contractor’s invoice. If GRTC disputes any portion of an invoice, GRTC shall provide written notice to Contractor indicating the reason GRTC is withholding any amount, and GRTC shall pay the undisputed portion of the invoiced amount. Neither the payments made to Contractor, nor the method of such payments, shall be deemed GRTC’s acceptance of the Services or Goods, nor shall they relieve Contractor of its obligations to perform the Services and deliver the Goods in strict compliance with the requirements herein.
Clause type: insurance
Set forth on Schedule 9.16 is a complete and accurate summary of the property and casualty insurance program of the Loan Parties as of the Closing Date (including the names of all insurers, policy numbers, expiration dates, amounts and types of coverage, annual premiums, exclusions, deductibles, self-insured retention, and a description in reasonable detail of any self-insurance program, retrospective rating plan, fronting arrangement or other risk assumption arrangement involving any Loan Party). Each Loan Party and its properties are insured with financially sound and reputable insurance companies which are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Parties operate.
Clause type: ownership_of_shares
 As of the date hereof or at any time prior to the Effective Time, neither Parent nor Merger Sub owns any Company Common Shares, beneficially, of record or otherwise.
Clause type: esop
 Within thirty (30) days of the Closing, the Company shall have in place the ESOP and delivered a copy of all the documentation related thereto to the Purchaser.
Clause type: investments
 Neither the Borrowers, nor the Guarantors, nor any Person claiming or acting on behalf of or through the Borrowers or the Guarantors shall have any right to withdraw any of the funds held in the Collateral Account, except as provided in Section 11.3.8; provided, however, that with the consent of the Administrative Agent, and to the extent that there is an amount in excess of $100,000 in the Collateral Account at the end of any Business Day after taking into account applications of funds, if any, from the Collateral Account made pursuant to Section 11.3.8, the Administrative Agent may, at the written request of the Borrower, from time to time invest amounts on deposit in the Collateral Account in Cash Equivalents; provided, further that in order to provide the Administrative Agent with a perfected security interest therein, each investment in Cash Equivalents shall be evidenced by negotiable certificates or instruments of which the Administrative Agent shall take physical possession. If the Borrower or any Guarantor shall have the right to have any amounts on deposit in the Collateral Account invested by the Administrative Agent, but shall have failed to request the Administrative Agent to invest such amounts, the Administrative Agent will endeavor to invest such amounts in such Cash Equivalents as the Administrative Agent shall select; provided, however, that in order to provide the Administrative Agent with a perfected security interest therein, each such investment in Cash Equivalents shall be evidenced by negotiable certificates or instruments of which the Administrative Agent shall take physical possession. Any interest or other proceeds received by the Administrative Agent in respect of Cash Equivalents that are not invested or reinvested in Cash Equivalents as provided above shall be deposited and held in cash in the Collateral Account under the sole dominion and control of the Administrative Agent and shall be applied as provided in Section 11.3.3.
Clause type: compensation
 The Trustees shall be entitled to reasonable compensation from the Trust and may fix the amount of their compensation.
Clause type: grant
 In connection with the dissolution of the Optionee's marriage or the legal separation of the Optionee and the Optionee's spouse, the Corporation shall have the right (the "Special Purchase Right"), exercisable at any time during the thirty (30)-day period following the Corporation's receipt of the required Dissolution Notice under paragraph 8.2, to purchase from the Optionee's spouse, in accordance with the provisions of paragraph 8.3, all or any portion of the Purchased Shares which would otherwise be awarded to such spouse in settlement of any community property or other marital property rights such spouse may have in such shares.
Clause type: headings
Section headings in this Guaranty are for convenience of reference only and shall not govern the interpretation of any provision of this Guaranty.
Clause type: headings
The Section headings used or contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Agreement and the agreements, documents and instruments executed and delivered in connection herewith shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement and the agreements, documents and instruments executed and delivered in connection herewith.