bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
(a) The Placement Agent shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the Closing Date, without liability on the part of the Placement Agent to the Company, if (i) prior to delivery and payment for the Securities (A) trading in securities generally shall have been suspended or materially limited on or by the New York Stock Exchange, the NASDAQ Stock Market, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the NYSE Amex (each, a “Trading Market”), (B) trading in the shares of Common Stock of the Company shall have been suspended or materially limited on any exchange or in the over-the-counter market, (C) a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities, (D) there shall have occurred any outbreak or material escalation of hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (E) there shall have occurred any other calamity or crisis or any material change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of the Placement Agent, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Disclosure Package and the Prospectus, or (ii) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Disclosure Package, there has been (A) any Material Adverse Effect or (B) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character that in the judgment of the Placement Agent would, individually or in the aggregate, result in a Material Adverse Effect and which would, in the judgment of the Placement Agent, make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Disclosure Package. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8(b) and Section 11 hereof shall at all times be effective notwithstanding such termination.
Clause type: assignment
This Agreement shall inure to the benefit of, and be binding upon and may be performed by, the successors and assigns of the Parties hereto respectively, but shall not be assignable by either Party without the written consent of the other.
Clause type: representations
and Warranties. Each of the Obligors represents and warrants to the Administrative Agent and the Lenders that (each representation and warranty herein is given as of the Closing Date and shall be deemed repeated and reaffirmed on the dates of each borrowing and issuance, renewal, extension or reissuance of a Letter of Credit as provided in Section 6.02):
Clause type: whereas
the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated of the 1st day of May, 2007 (the “Advisory Agreement”), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a “Fund”);
Clause type: governing
Law. (a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND LENDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Clause type: capitalization
 The authorized capital stock of the Company consists of (i) 40,000,000 shares of Common Stock, of which, on January 15, 1999, there were 20,531,977 shares issued and outstanding, which number of outstanding shares may change by virtue of the exercise of outstanding Stock Options, and (ii) 1,000,000 shares of preferred stock, par value $1.00 per share, of which there are no shares issued and outstanding. Except for the Stock Option Plans, there are not now any existing stock option or similar plans and, except for currently outstanding Stock Options, there are not now any outstanding options, warrants, calls, subscriptions, preemptive rights or other rights or other agreements or commitments whatsoever obligating the Company to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered or sold, any shares of capital stock or equity interests, as the case may be, of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment.
Clause type: interest
 Guitar Center Holdings, Inc., a Delaware corporation and any successor thereto (“Holdings” or the “Company”) promises to pay interest on the principal amount of this 14.09% Senior PIK Note due 2018 (a “14.09% Senior PIK Note”) at a fixed rate of 14.09% per annum. Holdings will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on April 15 and October 15, commencing on October 15, 2008 or, with respect to Cash Interest (as defined below) if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the 14.09% Senior PIK Notes shall accrue from the most recent date to which interest has been paid; provided that (i) if there is no existing Default or Event of Default in the payment of interest, and if this 14.09% Senior PIK Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after August 6, 2008), interest shall accrue from such next succeeding Interest Payment Date, and (ii) in the case of the original issuance of 14.09% Senior PIK Notes, interest shall accrue from April 15, 2008. Holdings shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the 14.09% Senior PIK Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the 14.09% Senior PIK Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Cash Interest (as defined below) on the 14.09% Senior PIK Notes will accrue at fixed rate of 14.09% per annum and be payable in cash. PIK Interest on the 14.09% Senior PIK Notes will be payable (x) with respect to 14.09% Senior PIK Notes represented by one or more global notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant record date, by increasing the principal amount of the outstanding global 14.09% Senior PIK Note by an amount equal to the amount of PIK Interest for the app...
Clause type: grant
 The Company hereby grants to Participant an award of restricted stock units with respect to [•] Shares (the “RSUs”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.
Clause type: private_equity
 During the period commencing on the EFFECTIVE DATE and continuing until the earlier of (i) [***] anniversary thereof or (ii) the filing of a confidential S-1 with the U.S. Securities and Exchange Commission, if LICENSEE proposes to sell any equity securities or securities that are convertible into equity securities of LICENSEE, then YALE and/or its ASSIGNEE (as defined below) will have the right to purchase up to [***] of the securities issued in each such offering on the same terms and conditions in all material respects as are offered to the other purchasers in each such financing. For clarity, the foregoing applies to the material terms of purchase and sale, and shall not entitle YALE or its ASSIGNEES to all rights and privileges afforded other purchasers in such financing if such rights and privileges are afforded to holders of a greater number of securities of LICENSEE. For purposes hereof, the term “ASSIGNEE” means (a) any AFFILIATE of YALE to which YALE’s participation rights under this Article 5.4 have been assigned either by YALE or another AFFILIATE of YALE, (b) any AFFILIATE of YALE, or (c) any other entity proposed by YALE and approved by LICENSEE (such approval not to be unreasonably withheld, conditioned or delayed). Except with respect to the specific percentage contemplated by this Article 5.4, YALE’s participation rights shall be on the same terms and conditions in all material respects as participation rights granted to other investors in LICENSEE. YALE’s right to purchase up to [***] of such securities under this Article 5.4 shall be reduced in part or wholly by, and shall not be in addition to, any participation or preemptive right of YALE and its ASSIGNEES to purchase equity securities of LICENSEE under any other agreement between or among LICENSEE and YALE or its ASSIGNEES.
Clause type: investment-company-act
 The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act.
Clause type: taxes
 (a) All tax returns, statements, reports, declarations, estimates and forms ("Returns") required to be filed by or with respect to Global and any of its Subsidiaries (including any Return required to be filed by a consolidated, combined or unitary group that included Global or any of its Subsidiaries) on or prior to the date hereof have been duly filed on a timely basis with the appropriate governmental authorities, except to the extent that any failure to file does not and is not reasonably likely to have, individually or in the aggregate, a Global Material Adverse Effect, and all taxes due with such Returns have been duly paid, or deposited in full on a timely basis or adequately reserved for in accordance with generally accepted accounting principles, except to the extent that any failure to pay or deposit or make adequate provision for the payment of such taxes does not and is not reasonably likely to have, individually or in the aggregate, a Global Material Adverse Effect. Representations made in this Section 5.10 are made to the knowledge of Global to the extent that the representations relate to a corporation which was, but is not currently, a part of Global's or any Subsidiary's affiliated, consolidated, combined unitary or similar group.
Clause type: base-salary
 During the period of this Agreement, Executive shall receive a minimum Annual Base Salary of $300,400. Executive's Annual Base Salary shall be reviewed by the Compensation Committee on an annual basis, and, in the sole discretion of the Compensation Committee, such Annual Base Salary may be increased, but not decreased, effective as of any date determined by the Compensation Committee. Executive's Annual Base Salary shall be paid in equal installments in accordance with Company's standard policy regarding payment of compensation to executives but no less frequently than monthly.
Clause type: severability
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision to any person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.
Clause type: compensation
 Contractor shall be compensated by County for performing said services in accordance with Exhibit B, attached hereto and incorporated herein by reference.
Clause type: entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into this website. Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below: Banc of America Merrill Lynch Commercial Mortgage Inc. One Bryant Park New York, New York 10036 Attention: Leland F. Bunch, III Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, Maryland 21045-1951 Attention: Corporate Trust Services (CMBS) – BANK 2020-BNK30 Attention: BANK 2020-BNK30, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK30 In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2020 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Greystone Servicing Company LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:
Clause type: miscellaneous
8.1 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
Clause type: financing
 The Financing shall close concurrently with or prior to the Closing.
Clause type: base-salary
 During the Employment Term, for all the services rendered by Executive hereunder, the Company shall pay Executive a base salary (“Base Salary”), at the annual rate in effect on the date of this Agreement, payable in installments at such times as the Company customarily pays its other employees. Executive’s Base Salary shall be reviewed periodically for appropriate increases by the Board (or a committee of the Board) pursuant to the Board’s normal performance review policies for senior level executives.
Clause type: interest
 All Loans and all other monetary Obligations shall bear interest at the rate shown on the Schedule, except where expressly set forth to the contrary in this Agreement. Interest shall be payable monthly, on the last day of the month. Interest may, in Silicon's discretion, be charged to Borrower's loan account, and the same shall thereafter bear interest at the same rate as the other Loans. Silicon may, in its discretion, charge interest to Borrower's Deposit Accounts maintained with Silicon. Regardless of the amount of Obligations that may be outstanding from time to time, Borrower shall pay Silicon minimum monthly interest during the term of this Agreement in the amount set forth on the Schedule (the "Minimum Monthly Interest").
Clause type: representations
and Warranties. On and as of the Waiver Effective Date, after giving effect to this Agreement and the transactions contemplated hereby, the representations and warranties of the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Waiver Effective Date, such representations and warranties shall continue to be true and correct in all material respects (without duplication of materiality) as of such specified earlier date.
Clause type: loans
 Subject to the terms and conditions set forth herein, each Lender severally agrees to make a term loan (each a “Loan” and collectively the “Loans”) in Dollars to the Borrower in a single drawing on the Closing Date in the aggregate principal amount of its Commitment. Amounts repaid or prepaid in respect of Loans may not be reborrowed. The Commitment of each Lender shall immediately and automatically terminate upon the earlier of (i) at 3:00 p.m. on the Closing Date and (ii) the making of the Loans pursuant to this Section 2.1.
Clause type: esop
 The ESOP shall be terminated effective as of the Effec- tive Time. Prior to its termination, the ESOP shall be amended to provide that no employees of Old Kent shall be eligible to participate, that there shall be no new participants in the plan on or after the Closing, that upon termination the Trustee shall pay off the outstanding balance owed by the ESOP under the loan agreement dated as of April 25, 1994, between the ESOP and CFSB (the "ESOP LOAN AGREEMENT"), and that any assets left in the sus- pense account after repayment of the loan will be allocated among the par- ticipants of the ESOP in accordance with the terms of the ESOP in a manner consistent with the Internal Revenue Code. Upon receipt of a favorable IRS determination letter with respect to the termination (which shall be pre- pared by Old Kent and its counsel with the participation and cooperation of CFSB and its counsel), the participants in the ESOP will have the option to transfer or roll over their ESOP accounts into the Old Kent Thrift Plan.
Clause type: definitions
The terms defined in this Section (except as in this Indenture otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall include the plural as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that are by reference in said Trust Indenture Act defined in the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this Indenture.
Clause type: base-salary
 During the Employment Period, the Company shall pay Executive a base salary at the annual rate of no less than the amount determined in accordance with the following schedule: April 1, 2008 $ 650,000 April 1, 2009 $ 675,000 April 1, 2010 $ 700,000 The amount of annual base salary payable under this Paragraph 3(a) shall be reduced, however, to the extent Executive elects in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and interpretations thereunder (“Section 409A”), to defer such salary under the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company or any of its subsidiaries. Executive’s annual base salary payable hereunder, without reduction for any amounts deferred as described above, is referred to herein as the “Base Salary.” The Company shall pay Executive the portion of his Base Salary not deferred at the election of Executive in accordance with its generally applicable policies for senior executives, but not less frequently than in equal monthly installments.
Clause type: headings
The headings set forth in the articles and sections of this Agreement and in the exhibits and the schedules to this Agreement are inserted for convenience of reference only and shall not be deemed to constitute a part hereof.
Clause type: compensation
 For the services provided and the expenses borne by the Adviser pursuant to this Agreement, the Fund will pay to the Adviser a fee at an annual rate on the Money Market Portfolio of .40% of the first $250 million of the average daily net assets of the Portfolio, .35% of the next $250 million of the average daily net assets of the Portfolio, and .30% of the average daily net assets of the Portfolio in excess of $500 million; on the Managed Bond, High Yield Bond and Inflation Managed Portfolios of .60% of the average daily net assets of the Portfolios; on the Small-Cap Equity, Large-Cap Core, Equity and Multi-Strategy Portfolios of .65% of the average daily net assets of the Portfolios; on the Growth LT Portfolio of .75% of the average daily net assets of the Portfolio; on the Large-Cap Value, International Value and Mid-Cap Value Portfolios of .85% of the average daily net assets of the Portfolios; on the Equity Index Portfolio of .25% of the average daily net assets of the Portfolio; on the Emerging Markets Portfolio of 1.00% of the average daily net assets of the Portfolio; on the Real Estate, Global Growth, Technology, Financial Services, Telecommunications and Health Sciences Portfolios of 1.10% of the average daily net assets of the Portfolios; on the Aggressive Equity and Capital Opportunities Portfolios of .80% of the average daily net assets of the Portfolios; on the Small-Cap Index Portfolio of .50% of the average daily net assets of the Portfolio; on the Diversified Research and Mid-Cap Growth Portfolios of .90% of the average daily net assets of the Portfolios; on the International Large-Cap Portfolio of 1.05% of the average daily net assets of the Portfolio; on the I-Net Tollkeeper Portfolio of 1.25% of the average daily net assets of the Portfolio; on the Strategic Value, Focused 30, Blue Chip and Equity Income Portfolios of .95% of the average daily net assets of the Portfolios; and on the Aggressive Growth and Research Portfolios of 1.00% of the average daily net assets of the Portfolios. This fee shall be computed and accrued daily and paid monthly."