bhaskrr/legal-clauses huggingface dataset:
Clause type: investment_company
 None of the Partnership Entities is, and as of each applicable Delivery Date, after giving effect to the offer and sale of the Units and the application of the proceeds therefrom as described under “Use of Proceeds” in the most recent Preliminary Prospectus and the Prospectus, none of them will be, (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations of the Commission thereunder, or (ii) a “business development company” (as defined in Section 2(a)(48) of the Investment Company Act).
Clause type: ownership_of_shares
 Each Principal Shareholder has good and ------------------- marketable title to such Principal Shareholder's Company Shares free and clear of any Liens and is not a party to any agreement, trust or other arrangement that in any way restricts such Principal Shareholder's ability to perform his obligations under this Agreement, including, without limitation, voting or transferring such Company Shares.
Clause type: assignment
This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder will be assigned by any of the parties hereto without the prior written consent of the other parties, nor is this Agreement intended to confer upon any other person except the parties hereto any rights or remedies hereunder, except that Article 3 and Section 6.13 of this Agreement will inure to the benefit of the persons identified therein.
Clause type: payment
 The City will reimburse Gorge Outrigger Races up to $5,000 for services performed under this agreement. Payments will be made on a reimbursement basis only, following submittal of detailed invoices with back up documentation to the City.
Clause type: representations
and Warranties. In addition to the representations and warranties set forth in Section 7.1 and Part XV of this Schedule, each Party hereby represents and warrants to the other Party on the date hereof and on the date of each FX Transaction or Option, as the case may be, that: (a) it is a sophisticated investor able to evaluate and assume the risks associated with transactions in currencies as contemplated by the Agreement; (b) it is not relying upon any representations (whether written or oral) of the other Party other than the representations expressly set forth in the Agreement, this Schedule, any Credit Support Document or in any Confirmation; (c) its execution and delivery of the Agreement, and its performance of its obligations hereunder, do not and will not conflict with any law or regulation of the jurisdiction of its organization or other law or regulation applicable to it, and do not and will not violate, constitute a default under, or result in the creation or imposition of any lien or encumbrance on any of its property or assets under any agreement or instrument to which it is a party or by which its assets are bound; (d) no consent, authorization or approval (including exchange control approval) or other action by, and no notice to or filing with, any person or entity, including any governmental authority or regulatory body, other than any already obtained, made or filed and remaining in full force and effect, and the conditions of which have been duly complied with, is required in connection with the performance of its obligations under the Agreement; and (e) there are no actions, proceedings or claims pending or, to the best of its knowledge, threatened, the adverse determination of which might have a materially adverse effect on its ability to perform its obligations under, or affect the validity or enforceability of, the Agreement.
Clause type: capitalization
 The authorized capital stock of Acquirer consists of 500,000,000 shares of common stock, 0.0001 par value per share, of which approximately 1,886,622 shares are issued and outstanding, all fully paid and non-assessable.
Clause type: termination
This Agreement may be canceled with or without cause by SBBC during the term hereof upon thirty (30) days written notice to the other parties of its desire to terminate this Agreement. SBBC shall have no liability for any property left on SBBC’s property by any party to this Agreement after the termination of this Agreement. Any party contracting with SBBC under this Agreement agrees that any of its property placed upon SBBC’s facilities pursuant to this Agreement shall be removed within ten (10) business days following the termination, conclusion or cancellation of this Agreement and that any such property remaining upon SBBC’s facilities after that time shall be deemed to be abandoned, title to such property shall pass to SBBC, and SBBC may use or dispose of such property as SBBC deems fit and appropriate.
Clause type: capitalization
 The capitalization of the Company is as described in the Company’s SEC Reports filed with the Commission. The Company has not issued any capital stock since September 30, 2005 other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plan and pursuant to the conversion or exercise of outstanding Common Stock Equivalents. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock, other than as set forth in the SEC Reports. The issue and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except with respect to the approvals and authorizations required to increase the Company’s authorized capital to permit issuance of the Shares, no further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Preferred Shares or the grant of the Warrants or the issuance of the Shares upon conversion of the Preferred Stock. With respect to the Shares issuable upon the exercise of the Warrants, the Company shall increase its authorized capital in amount suff...
Clause type: interest
 In the absence of a timely notice of billing dispute in accordance with the provisions of Section 3.2, amounts not paid on or before the Due Date shall be payable with interest, accrued at the then effective Prime Rate plus 2% (the “Default Interest Rate”) (or the maximum legal rate whichever is lower), calculated for the actual number of days elapsed, accrued from the Due Date until the date of the actual receipt of payment.
Clause type: grant
 The Committee hereby grants the Option to the Grantee on the Grant Date for the purchase from the Company of all or any part of an aggregate of Shares (subject to adjustment as provided in Section 4.2 of the Plan).
Clause type: representations
and Warranties. Each of the representations and warranties of GLB set forth in this Agreement shall be true and correct as of the date of this Agreement and upon the Effective Time with the same effect as though all such representations and warranties had been made on the Effective Time (except to the extent such representations and warranties speak as of an earlier date), in any case subject to the standard set forth in Section 4.1; and GLB shall have delivered to FNFG a certificate to such effect signed by the Chief Executive Officer and the Chief Financial Officer of GLB as of the Effective Time.
Clause type: payment_terms
 The Mortgage Note is payable on the first day of each month in equal monthly installments of principal and interest (or interest, in the case of any Mortgage Loan for which monthly payments consist of only interest for a period of time specified on the Mortgage Loan Schedule), (provided that, the installments of interest are subject to change due to the adjustments to the Mortgage Interest Rate on each Interest Rate Adjustment Date with respect to an Adjustable Rate Mortgage, and interest is calculated and payable in arrears) providing for full amortization by maturity over a scheduled term of no more than 30 years. No Mortgage Loan converts, pursuant to the terms of the related Mortgage Note, from having interest accrue on the principal amount thereof based on an adjustable rate to having interest accrue based on a fixed rate, and no Mortgage Loan has a shared appreciation or other contingent interest feature, or permits negative amortization. The Mortgage Interest Rate, Lifetime Rate Cap, each applicable Periodic Rate Cap and each applicable Interest Adjustment Date for each Mortgage Loan are as set forth for such Mortgage Loan in the Mortgage Loan Schedule;
Clause type: compensation
 So far as the law allows you have no rights to claim compensation from us at the end of the term.
Clause type: assignment
Neither this Agreement nor any rights of the parties hereto may be assigned to any other Person.
Clause type: termination
This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Exchange:
Clause type: investment-company-act
 Neither Borrower nor any other Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940.
Clause type: ownership_of_shares
 The CDG Shareholders own, as of the date of this Agreement and at all times herefrom to the Closing owns the amount of shares of CDG set forth next to their respective name on Schedule B hereto.
Clause type: payment_terms
 All payments shall be made according to the provisions of this Article 7.
Clause type: esop
 As soon as practicable after the date hereof, Casper and its appropriate Casper Plan Fiduciaries shall take all actions necessary to authorize the ESOP to transact the following transactions immediately prior to the Closing and the following shall be transacted by the ESOP immediately prior to the Closing and the completion of the transactions is a condition to the Closing:
Clause type: headings
The captions and headings herein are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of this Mortgage nor the intent of any provision hereof.
Clause type: severability
If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any clause or provision contained in this Agreement operates or would operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be held ineffective, as though not herein contained, and the remainder of this Agreement shall remain operative and in full force and effect.
Clause type: investments
 Make any investment in cash or by delivery of property to any Person, whether by acquisition of Equity Interests or Debt, or by loan, advance or capital contribution, or otherwise, in any Person or property of a Person (herein called, subject to the following exceptions, "Restricted Investments"), except for: (i) assets acquired from time to time in the ordinary course of business; (ii) current assets arising from the sale of goods or the provision of services in the ordinary course of business; (iii) loans or advances made to employees of Borrower for salary, commissions, travel or the like, made in the ordinary course of business not to exceed, in aggregate amount, the Materiality Threshold; (iv) other investments not to exceed, in aggregate amount, the Materiality Threshold; and (v) as set forth in Section 7.4.
Clause type: grant
 The Holder (as defined in Section 3 below) is hereby granted the right to purchase, at any time from _________, 2000 until 5:00 p.m., New York time, _______, 2004, up to 100,000 shares of Common Stock, at an initial purchase price (subject to adjustment as provided in Section 8 hereof) of $____ per share of Common Stock (150% of the per share public offering price), subject to the terms and conditions of this Agreement. The securities issuable upon exercise of the Underwriter's Warrant are sometimes referred to herein as the "Underwriter's Securities."
Clause type: investment-company-act
 Such Selling Shareholder is not, and, after giving effect to the offering and sale of the Securities to be sold by such Selling Shareholder and the receipt by such Selling Shareholder of the proceeds thereof, will not be, required to register as an “investment company” within the meaning of the Investment Company Act.
Clause type: interest
 TSI Merger Sub, Inc., a Delaware corporation (the "COMPANY"), promises to pay interest on the principal amount of this Note at 12 3/4% per annum from February 14, 2002 until maturity and shall pay the Liquidated Damages, if any, payable pursuant to the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an "INTEREST PAYMENT DATE"). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; PROVIDED that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; PROVIDED, FURTHER, that the first Interest Payment Date shall be August 1, 2002. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: miscellaneous
4.1 Any notice, request, advice, consent or other communication given hereunder shall be given in writing and sent by overnight delivery service or registered or certified mail, return receipt requested, and addressed as follows: if to the Company, to it at 101 California Street, Suite 2450, San Francisco, CA 94111 United States of America, Attention: Mark Scott. Secretary; and if to the Subscriber, to it at its address indicated below its signature to this Agreement. Notices so given shall be deemed to have been given on the earlier to occur of actual receipt or three business days after the date of such mailing, except for notices of change of address, which shall be deemed to have been given when received.
Clause type: base-salary
 The Company shall pay the Executive a Base Salary in an amount which shall be established from time to time by the Board of Directors of the Company or the Board’s designee; provided, however, that such Base Salary shall not be less than TWO-HUNDRED-NINETY-THOUSAND DOLLARS (US$290,000) per year.
Clause type: compensation
 (a) Subject to the following provisions of this Agreement, during the Employment Period the Employee shall be compensated for his services as follows:
Clause type: assignment
This Agreement is personal to Employee and shall not be assignable by Employee. Employer may assign its rights hereunder to (a) any corporation or other entity resulting from any merger, consolidation or other reorganization to which Employer is a party or (b) any corporation, partnership, association or other person to which Employer may transfer all or substantially all of the assets and business of Employer existing at such time. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.
Clause type: base-salary
 During the Term, as compensation for his services hereunder, Employee shall receive a salary at the annualized rate of Two Hundred Forty Thousand Dollars ($240,000) per year (“Base Salary”), which shall be paid in accordance with the Company’s normal payroll practices and procedures (but no less frequently than monthly), less such deductions or offsets required by applicable law, rule or regulation or otherwise authorized by Employee. On at least an annual basis, the Board will review Employee’s performance and may increase, but not decrease, such Base Salary in its sole discretion.
Clause type: governing
Law. This Agreement shall in all respects be interpreted, construed and governed by and in accordance with the laws of the State of Georgia.
Clause type: definitions
Whenever used herein, unless otherwise required by the context or specifically provided:
Clause type: employee_benefits
 The Bank shall provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or from which he was deriving benefit immediately prior to the commencement of the term of this Agreement, and the Bank shall not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites that would adversely affect Executive’s rights or benefits thereunder, except as to any changes that are applicable to all participating employees. Without limiting the generality of the foregoing provisions of this Section 3(c), Executive will be entitled to participate in and receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident insurance plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank and/or the Company in the future to its senior executives, including any stock benefit plans, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.
Clause type: interest
 (a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility.
Clause type: investments
 No Borrower will acquire for value, make, have or hold any Investments, except:
Clause type: investment-company-act
 The Investment Company Act of 1940, as amended. Issuance Date: For any Series of Notes, the date of issuance of such Series, as set forth in the related Indenture Supplement.
Clause type: whereas
the Trust and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of each Fund at a level below the level to which each such Fund would normally be subject in order to maintain each Fund's expense ratios at the Maximum Annual Operating Expense Limit (as hereinafter defined) specified for such Fund in Schedule A hereto;
Clause type: investment-company-act
 The Seller is a “closed end fund” that has elected to be regulated as a “business development company” within the meaning of the 1940 Act and qualifies as a RIC within the meaning of the Internal Revenue Code. The Seller conducts its business and other activities in compliance in all material respects with the applicable provisions of the 1940 Act and any applicable rules, regulations or orders issued thereunder. The business and other activities of the Seller do not now and will not at any time result in any material violations, with respect to the Seller, of the provisions of the 1940 Act and any applicable rules, regulations or orders issued thereunder. The Seller is in compliance with its investment policies, except to the extent that the failure to so comply could not reasonably be expected to result in a Material Adverse Effect.
Clause type: investments
 No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture or general partnership, except (each of the following, collectively, the “Permitted Investments”):
Clause type: investment-company-act
 The Borrower is not an “investment company,” or an “affiliated person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. The Borrower will be relying on an exemption or exclusion from the definition of “investment company” under the Investment Company Act contained in Section 3(a)(1), although there may be additional exemptions or exclusions available to the Borrower. The Borrower is not relying on the exemptions set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. The Borrower is structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act.
Clause type: base-salary
 Employee shall be paid an annual base salary of Six Hundred Thousand Dollars ($600,000.00) (the “Base Salary”) beginning June 1, 2008 and continuing during the Employment Period, payable in installments consistent with Employer’s customary payroll schedule and subject to applicable withholding for taxes and Employee directed withholdings. The Compensation Committee of the Board of Directors of Employer (the “Compensation Committee”) shall review the amount of Employee’s Base Salary on an annual basis no later than ninety (90) days after the beginning of Employer’s fiscal year. Any change to Employee’s Base Salary that is approved by the Compensation Committee shall become the Base Salary for purposes of this Agreement.