bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 18,000,000 shares of Common Stock, $.01 par value per share ("CNYF Common Stock"), and 2,000,000 shares of Preferred Stock, par value $.01 per share ("CNYF Preferred Stock"). There are 4,601,373 shares of CNYF Common Stock validly issued and outstanding, all of which are fully paid and non-assessable, which shares include 32,988 shares which the PRRP Trust owns but which have not yet awarded to PRRP participants. No shares of CNYF Preferred Stock have been issued or are outstanding. Neither CNYF nor any CNYF Subsidiary has or is bound by any Right of any character relating to the purchase, sale or issuance or voting of, or right to receive dividends or other distributions on, any shares of CNYF Common Stock, or any other security of CNYF or any securities representing the right to vote, purchase or otherwise receive any shares of CNYF Common Stock or any other security of CNYF, other than shares issuable under the Niagara Bancorp Option and other than as set forth in reasonable detail in the CNYF DISCLOSURE SCHEDULE 3.02(a). CNYF DISCLOSURE SCHEDULE 3.02(a) sets forth: the name of each holder of options to purchase CNYF Common Stock, the number of shares each such individual may acquire pursuant to the exercise of such options, and the exercise price relating to the options held; and the name of each recipient of an award under the PRRP, the number of unvested shares subject to such award, and the vesting schedule.
Clause type: counterparts
This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
Clause type: investments
 The Company shall not form or have any Subsidiary, or make or permit to exist loans or advances (other than an interest free loan to the new subsurface user of the Evenskoye Field in an amount not to exceed $8,000,000, if such loan is required by Section 4.9 of the License Agreement) to, or deposits (other than deposits in the Offshore Bank Account, the Russian Bank Accounts and the accounts established in connection with the working capital facility referred to in Section 6.04(a)(4) and the value added tax facility referred to in Section 6.04(a)(5)) with, other Omolon - 67 - OPIC Finance Agreement Persons or equity or other investments in any Person or enterprise; provided, however, that the funds deposited in the Offshore Bank Account and the Russian Bank Accounts may be invested by the banks at which such accounts are located in short-term investment grade marketable securities. Without limiting the foregoing, the Company shall not open or maintain any bank accounts other than the Offshore Bank Account, the Russian Bank Accounts and the accounts established in connection with the working capital facility referred to in Section 6.04(a)(4) and the value added tax facility referred to in Section 6.04(a)(5) and shall not open or maintain any subaccounts of the Offshore Bank Account other than the Disbursement Subaccount, the Roskomdragmet Sales Subaccount, the Export Sales Subaccount, the Revenue Subaccount and the Cash Collateral Subaccount.
Clause type: investments
 Holdings will not, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, except for capital contributions to, and purchases of Equity Interests in, the U.S. Borrower and other Investments expressly permitted to be made by Holdings pursuant to Section 10.05.
Clause type: termination
(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through the Agent for the Company or with respect to any pending sale to the Agent pursuant to a Term Agreement or any offering or resale of any Shares purchased or to be purchased by the Agent pursuant to a Terms Agreement, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1, Section 5, Section 7 and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination.
Clause type: ownership_of_shares
 Such Rollover Holder is the beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act) of, and has good and valid title to, the Shares set forth opposite such Rollover Holder’s name on Schedule A, free and clear of Liens other than as created by this Agreement, the Voting Agreement, applicable federal and state securities Laws, any organizational documents of the Company, any Lien under any Company Employee Agreement or Company Employee Plan and/or any Liens that shall expire by their terms before or upon consummation of the Merger. Such Rollover Holder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Rollover Holder’s Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable federal and state securities Laws, Laws of the State of Delaware, Laws of the People’s Republic of China, the terms of any applicable Company Employee Agreement or Company Employee Plan and the terms of this Agreement and the Voting Agreement. Such Rollover Holder’s Shares are not subject to any voting trust agreement or other Contract to which such Rollover Holder is a party restricting or otherwise relating to the voting or Transfer of such Rollover Holder’s Shares other than this Agreement, the Voting Agreement and the terms of any Company Employee Agreement or Company Employee Plan. Such Rollover Holder has not appointed or granted any proxy or power of attorney that is still in effect as of the Contribution Closing with respect to any of such Rollover Holder’s Shares, except as contemplated by this Agreement or the Voting Agreement.
Clause type: assignment
(a) This Agreement is personal to each of the parties hereto. No party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto, except that this Agreement shall be binding upon and inure to the benefit of any successor corporation to the Company.
Clause type: loans
 The Company agrees to make a loan or loans to Employee in an amount that would be necessary for Employee to pay the tax liability attributable to filing a Section 83(b) election under the Code with respect to the Series B Shares. Employee agrees to make such election in a timely manner. Such loan shall bear interest at the applicable federal rate (as defined in the Code) in effect at the time such loan is made. Employee shall repay the full amount of any such loan in four equal annual payments of principal and interest, commencing on the first anniversary of the date on which the loan is furnished.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 200,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of the close of business on October 1, 2009 (the “Capitalization Date”), there were outstanding 44,288,723 shares of Common Stock, no shares of Preferred Stock, Company Stock Options to purchase an aggregate of 2,655,365 Shares (of which 2,649,294 are exercisable as of such date and 695,580 of which have an exercise price that is less than the Offer Price), 1,657,677 Restricted Stock Units, 132,699 Earned Performance Shares and 729,096 Unearned Performance Shares. All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. The Company has delivered to Parent a complete and correct list of each outstanding Company Stock Option, Restricted Stock Unit, Earned Performance Share and Unearned Performance Share, including the holder, date of grant, exercise price (if applicable), vesting schedule and term and number of Shares subject thereto.
Clause type: taxes
 (a) All payments by the Borrowers to or for the account of any Lender, any Issuer or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all Taxes. If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, any Issuer or the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.4) such Lender, such Issuer or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (iv) such Borrower shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made.
Clause type: loans
 Subject to the terms and conditions of this Agreement, the ----- Bank agrees to make Loans to the Company, whether Advances or Term Loans, as provided for herein.
Clause type: assignment
Supplier shall not delegate any duties, nor assign or transfer any rights or claims under this Contract without the prior written consent of Purchaser, and any such delegations, assignment or transfer without such prior written consent shall be null and void. In any event, even with Purchaser consent, Supplier shall remain liable for the performance of all such obligations and shall ensure that any permitted subcontractor or non‐employee reads and understands the terms of this Contract. Purchaser may assign its rights and obligations under this Contract, including its proprietary rights, in whole or in part, to any of its subsidiaries or affiliates, now or hereafter existing, without the consent of Supplier. The Contract and these terms and conditions shall inure to the benefit of and be binding upon Purchaser and Supplier and their respective successors and permitted assigns; nothing contained herein shall give to any other person any benefit or any legal or equitable right, remedy or claim.
Clause type: taxes
 All payments and benefits to be made or provided to you in connection with this Agreement will be subject to required withholding of federal, state and local income, excise and employment-related taxes.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing --------- shall bear interest at the Alternate Base Rate.
Clause type: entire
Agreement. This Agreement represents the entire agreement between the parties hereto, and there are no other agreements, contracts or understandings between the parties hereto with respect to the subject matter of this Agreement, except as specifically referred to herein or as provided in Section 15 hereof.
Clause type: investments
 Invest in (by capital contribution, assumption of Indebtedness or otherwise), acquire, purchase or make any commitment to purchase the obligations, stock or other equity, or a substantial portion of the assets of any Person except (a) direct obligations of the government of the United States of America or any agency or instrumentality thereof, (b) interest–bearing certificates of deposit or repurchase agreements issued by any commercial banking institution satisfactory to U.S. Bank and (c) stock or obligations issued in settlement of claims of Borrower against others by reason of bankruptcy or a composition or readjustment of debt or reorganization of any debtor of Borrower.
Clause type: payment
 Invoices shall be rendered to the paying Party at the address specified in Appendix F hereto. The Party receiving the invoice shall pay the invoice within thirty
Clause type: loans
 Section 2.2(t) of the Christiana Disclosure Letter sets forth all existing loans, advances or other extensions of credit (excluding accounts receivable arising in the ordinary course of business) by Christiana or its subsidiaries to any party other than intercompany loans, advances, guaranties or extensions of credit. All items listed in Section 2.2(t) of the Christiana Disclosure Letter will be repaid in full or assumed by C2 prior to the Effective Time of the Merger. All intercompany obligations and loans between Christiana and its subsidiaries, including C2, will be extinguished prior to the Logistic Sale without any ongoing liability to Christiana or C2 with respect thereto, except as set forth herein or in the Logistic Purchase Agreement.
Clause type: insurance
All material fire and casualty, general liability, director and officer, business interruption, product liability, and sprinkler and water damage insurance policies maintained by the Company or any of its Subsidiaries (“Insurance Policies”) are in full force and effect and all premiums due with respect to all Insurance Policies have been paid as of the date of this Agreement, with such exceptions that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.
Clause type: investment-company-act
 No Credit Party or any of its Restricted Subsidiaries is (i) subject to regulation with respect to the creation or incurrence of Indebtedness under the Investment Company Act of 1940, or (ii) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940.
Clause type: whereas
pursuant to the Mortgage Loan Agreement (as defined herein), WFB, DB and GSMC, co-originated a certain loan described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia, by five promissory notes, each dated as of December 14, 2017, in the aggregate original principal amount of $340,000,000 (as amended, modified or supplemented, the “Notes”) made by the Mortgage Loan Borrower in favor of WFB, DB and GSMC, and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);
Clause type: termination
Unless earlier terminated in accordance with the following provisions of this Paragraph 7, the Corporation shall continue to employ the Executive and the Executive shall remain employed by the Corporation during the entire term of this Agreement as set forth in Paragraph 1(b). Paragraph 9 hereof sets forth certain obligations of the Corporation in the event that the Executive's employment hereunder is terminated. Certain capitalized terms used in this Paragraph 7 and in Paragraphs 8 and 9 hereof are defined in Paragraph 7(d), below.
Clause type: definitions
Set forth below are the terms used in the Agreement and in this Annex A.
Clause type: assignment
Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be assigned by the Servicer or the Depositor without the consent of any other Person to a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to the Servicer or the Depositor (as applicable), or 25% or more of the voting interests of which is owned, directly or indirectly, by General Motors or by Ally Financial, provided that such assignee entity of the Servicer or the Depositor executes an agreement of assumption, as provided in Section 6.02 of this Agreement or Section 3.03(a) of the Trust Sale Agreement, as applicable.
Clause type: termination
This Agreement shall terminate automatically without any further action by any party hereto upon the earliest to occur of (a) the Effective Time of the Merger, (b) the termination of the Merger Agreement in accordance with its terms and (c) any amendment or other modification of the Merger Agreement that reduces the amount of the Merger Consideration or provides that the Merger Consideration shall be payable otherwise than in cash; provided, however, that this Agreement shall not terminate if the Company is in breach of its material obligations under the Merger Agreement or Shareholder is in breach of its material obligations under this Agreement at such time. Notwithstanding the foregoing, Section 3(b), this Section 7 and Section 8 of this Agreement shall survive a termination of this Agreement pursuant to (a) or (b) above in this Section 7 until the date that is two years following the date of such termination. Notwithstanding anything else to the contrary contained herein or in the Merger Agreement, if the Effective Time occurs, the representations and warranties contained in Section 1 of this Agreement shall survive until the 18 month anniversary of the Effective Time. Subject to the two preceding sentences, in the event of termination of this Agreement as provided in this Section 7, there shall be no liability or obligation on the part of the Parent or Shareholder except as may arise under Section 3(b) and except that any such termination will not relieve any party from liability for fraud or any wilful breach of this Agreement or wilful misrepresentation herein.
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 is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and the Stock Purchase, and without any action on the part of any holder of any capital stock of the Companies, (a) the issued and outstanding shares of common stock, no par value, of UCCO as of the Effective Time (the "UCCO Stock") and (b) the issued and outstanding shares of common stock, $10 par value per share, of FPC as of the Effective Time (the "FPC Stock and, together with the UCCO Stock, the "Company Stock") shall be converted into the right to receive, and become exchangeable for, an aggregate of 944,596 shares of Quanta Common Stock and $19,500,000, in cash, which shares of Quanta Common Stock and cash shall be exchangeable for all the Company Common Stock at the Effective Time and issued to the Stockholders as set forth in Schedule 31.
Clause type: loans
 Make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate, except with respect to (i) extensions of commercial trade credit in connection with the sale of Inventory in the Ordinary Course of Business and (ii) temporary extensions of credit in the form of advance payment for products to the Plant Affiliates in an aggregate amount not to exceed $1,000,000 at any one time.
Clause type: investments
 Make or hold any Investments or acquire any Monitoring Contract, except:
Clause type: ownership_of_shares
 As of the date hereof, neither the Parent nor any of its Subsidiaries beneficially owns (within the meaning of Rule l3d-3 under the Exchange Act) any Company Common Stock.
Clause type: taxes
 Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) each of the Company, MPT and their respective subsidiaries have timely filed all material tax returns required to be filed through the date hereof or have properly requested extensions thereof, and (ii) all material taxes and other assessments of a similar nature (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities have been timely paid, other than those being contested in good faith and for which adequate reserves have been provided.
Clause type: dividends
 No dividend or other distribution payable to the holders of record of VCFC Common Stock or VFNL Common Stock at or as of any time after the Effective Date will be paid to the holder of any certificate representing shares of such common stock issued and outstanding at the Effective Date until such holder physically surrenders such certificate (or customary indemnity if any of such certificate is lost, stolen or destroyed) for exchange as provided in Section 2.2 of this Agreement, promptly after which time all such dividends or distributions will be paid (without interest).
Clause type: compensation
 RVI and RVI Sub jointly and severally agree to pay to the Trustee reasonable compensation for all of the services rendered by it under this agreement and will reimburse the Trustee for all reasonable expenses (including but not limited to taxes, compensation paid to experts, agents and advisors, and travel expenses) and disbursements, including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency, reasonably incurred by the Trustee in connection with its rights and duties under this agreement; provided that RVI and RVI Sub shall have no obligation to reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the Trustee in any suit or litigation in which the Trustee is determined to have acted in bad faith or with negligence or willful misconduct. The Trustee shall be obligated to provide only one account or invoice to RVI Sub from time to time in connection with its appointment hereunder.
Clause type: counterparts
This agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
Clause type: termination
This Agreement may be terminated, and the Merger may be abandoned:
Clause type: loans
 (a) Subject to the terms and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Loan”) to the Borrower during the Certain Funds Period in Sterling in a single drawing on the Closing Date in an aggregate amount not to exceed the amount of such Tranche A-1 Lender’s Tranche A-1 Commitment. Tranche A-1 Loans may not be reborrowed once repaid or prepaid.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The delivery of an executed counterpart of this Agreement by facsimile transmission or other electronic means shall be deemed to be effective as manual delivery thereof.
Clause type: investments
 None of FIL, Borrower or any of FIL's other Subsidiaries shall make any Investment except for the following: