bhaskrr/legal-clauses huggingface dataset:
Clause type: investments
 Except for Permitted Investments, directly or indirectly, make or acquire any Investment, or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that Borrowers shall not have Permitted Investments (other than in the Cash Management Accounts) in excess of $2,000,000 outstanding at any one time unless the applicable Borrower and the applicable securities intermediary or bank have entered into Control Agreements or similar arrangements governing such Permitted Investments, as Lender shall determine in its Permitted Discretion, to perfect (and further establish) Lender's Liens in such Permitted Investments.
Clause type: compensation
 As full and complete compensation to Licensors for entering into and performing the terms and conditions of the Agreement, and provided that Licensors completely performs their obligations hereunder, Licensee shall pay Licensors collectively a license fee via cashier's check or wire transfer (the "Licensing Fee") in an amount equal to a total of six and one-half percent (6.5%) of all monies received by Licensee as revenue derived from the sale of the Products ("Gross Receipts" less up to $50,000 in slotting fees). Licensee shall also pay Licensors collectively a total of twenty-five percent (25%) of net sales from the sale of all related merchandise from the back panel and other promotional materials. In addition, as further consideration for this Agreement, upon the signing and delivery of this Agreement, each Licensor will receive a warrant to purchase 10,000 shares of the Company's unregistered common stock exercisable at the purchase price of $.25 per share (the "exercise price") with an expiration date of five (5) years from the date hereof. If the Licensed Term is automatically extended as defined in Paragraph 1, each Licensor will be entitled to an additional warrant for an additional 10,000 shares of common stock exercisable at the fair market value of the common stock at the time of issuance of said additional warrant, and otherwise using the same terms as defined above.
Clause type: compensation
 (a) The Fund will compensate the Custodian for its services rendered under this Agreement in accordance with the fees, including out of pocket disbursements, set forth in a separate Fee Schedule, which schedule may be modified by the Custodian upon not less than sixty days prior written notice to the Fund. The Custodian shall also be entitled to reimbursement from the Fund for the amount of any loss, damage, liability or expense incurred with respect to the Fund, including counsel fees, for which it shall be entitled to reimbursement under the provisions of this Agreement.
Clause type: investment-company-act
 None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be, or after giving effect to the Transaction will be required to be, registered as an “investment company” under the Investment Company Act of 1940.
Clause type: loans
 Except as disclosed or provided for in Adams’ Financial Statements, to the best knowledge and belief of its management, each loan reflected as an asset of Adams or the Adams Subsidiary Banks in the Adams Financial Statements as of December 31, 2007, or acquired since that date, is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, was made in the ordinary course of business, was not known to be uncollectible at the time it was made and was made in accordance with the standard loan policies of such lending bank, and no loan having an unpaid balance (principal and accrued interest) in excess of $350,000.00 is subject to any asserted defense, offset or counterclaim known to Adams or Adams Subsidiary Banks.
Clause type: insurance
Schedule 3.20 of the Disclosure Schedules contains a true, correct and complete list of all insurance policies as of the date of this Agreement that insure the assets and properties and business of HoldCo or the Subsidiary or affect or relate to the ownership of any of the assets and properties HoldCo or the Subsidiary. Seller has delivered to Purchaser detailed summaries of all the insurance policies set forth on Schedule 3.20 of the Disclosure Schedules, all of which are in full force and effect. Since the Financial Closing Date, none of Seller, HoldCo or the Subsidiary has received any notice with respect to the assets and properties and business of HoldCo or the Subsidiary from any insurer under any insurance policy applicable to the assets and properties and business of HoldCo or the Subsidiary disclaiming coverage, reserving rights with respect to a particular claim or such policy in general or canceling or materially amending any such policy. All premiums due and payable under all such policies have been paid and the terms of such policies have been complied with by Seller, HoldCo and the Subsidiary, as applicable, in all material respects. The insurance maintained by or on behalf of HoldCo or the Subsidiary is adequate to comply with all applicable Laws and Company Contracts. Except as set forth on Schedule 3.20 of the Disclosure Schedules, there are no pending insurance claims. Seller expects insurance coverage for property damage and business interruption for the Facility as described in the 2014 property and casualty policies to continue in all material respects after the Closing. Furthermore, at the expiration of such policies, Seller expects the aforementioned policies to be renewed with terms substantially identical to those described in the policies above.
Clause type: investment-company-act
 Borrower and Sponsor each qualify for the exemption set forth in Section 3(c)(5) or Section 3(c)(6), as applicable, of the Investment Company Act of 1940, as amended, and as a result is not an “investment company”, or a company “controlled” by an “investment company”, registered or required to be registered thereunder.
Clause type: now
THEREFORE the parties agree as follows: Except to the extent amended hereby, the Agreement shall remain in full force and effect.
Clause type: counterparts
This Agreement may be executed in any ------------ number of separate counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument.
Clause type: assignment
Neither the Company or Operating Partnership, nor the Dealer Manager may assign or transfer any of such party’s rights or obligations under this Agreement without the prior written consent of the Dealer Manager, on the one hand, or the Company and the Operating Partnership, acting together, on the other hand.
Clause type: definitions
All capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Loan Agreement.
Clause type: representations
and Warranties. The representations and warranties of Parent and MergerCo set forth herein shall be, with respect to those representations and warranties qualified by any materiality standard, true and correct in all respects at and as of the Closing Date, and with respect to all other representations and warranties, true and correct in all material respects at and as of the Closing Date, except, in both instances, to the extent such representations and warranties expressly relate to an earlier date or time (in which case such representations and warranties shall be true and correct in all respects, or in all material respects, as appropriate, on and as of such earlier date), with only such exceptions which, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. The Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent, dated the Closing Date, to the foregoing effect.
Clause type: entire
Agreement. This Agreement contains the entire agreement and understanding by and between Employer arid Employee with respect to the employment of Employee and no representations, promises, agreements or understandings, written or oral, not contained herein shall be of any force or effect. No change or modification of this Agreement shall be valid or binding unless it is in writing and signed by the parties intended to be bound. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the parties against whom the waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or any other time.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
Clause type: insurance
The Borrower and its Subsidiaries maintain insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar business and owning similar properties in the same general areas in which the Borrower and its Subsidiaries operate.
Clause type: interest
 Depositary shall credit to each Account all receipts of interest and other income received in respect of the funds held in such Account.
Clause type: taxes
 (a) Any and all payments by the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Lender and the Agent, taxes imposed on its income, and franchise taxes imposed on it, as a result of a former, present or future connection between the Lender or the Agent (as the case may be) and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof, other than any such connection arising solely from such Lender or Agent having executed, delivered, made Advances under or received a payment under, or enforced, this Agreement or the Notes (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made (and the receipt of such sum shall be deemed to satisfy the Borrower's relevant principal, interest and other payment obligations subject to such deductions), (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Without affecting its rights under this Section 2.15 or any other provision of this Agreement, each Lender agrees that if the Borrower is making any increased payment pursuant to subclause (i) of the preceding sentence, such Lender shall use reasonable efforts to select an alternative Applicable Lending Office which would not require the Borrower to make such increased payments; PROVIDED, HOWEVER, that no Lender shall be obligated to select an alternative Applicable Lending Office if such Lender determines that (i) as a result of such selection such Lender would be in violation of any applicable law, regulation, treaty, or guideline, or would incur additional out of pocket costs or ...
Clause type: interest
 WideOpenWest Finance, LLC, a Delaware limited liability company (such limited liability company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), and WideOpenWest Capital Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called “Finance” and, together with the Company, the “Issuers”), promise to pay interest on the principal amount of this Note at 10.250% per annum from July 17, 2012 until maturity and shall pay Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest semi-annually in arrears every January 15 and July 15 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 shall 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 the first Interest Payment Date shall be January 15, 2013. The Issuers shall pay interest on overdue principal at the rate specified herein, and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (including Additional Interest) (without regard to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. In addition to the rights provided to Holders of the Notes under the Indenture, Holders of Notes shall have all rights set forth in the Registration Rights Agreement, dated as of July 17, 2012, among the Issuers, the Guarantors named therein and the other parties named on the signature pages thereto (the “Registration Rights Agreement”), including the right to receive Additional Interest in certain circumstances. If applicable, Additional Interest shall be paid to the same Persons, in the same manner and at the same times as regular interest.
Clause type: payment
 Payment of the Overriding Royalty shall be paid to Allen on or before the 25th day of each calendar month on all coal mined and produced from the subject properties which was sold during the preceding calendar month. All payments shall be paid by check payable to Allen. Each payment of the Overriding Royalty hereunder shall be accompanied by a statement from the Armstrong Parties showing the number of tons of coal mined and sold during the preceding calendar month (showing separately coal produced by the strip, surface, auger or open pit method of mining and coal produced by any other method of mining) and the computation of the Overriding Royalty payable on such coal so mined and sold during such calendar month. All payments due hereunder shall be mailed to Allen at the address listed herein or as otherwise directed by Allen from time to time.
Clause type: indemnification
The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and the Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to any reasonable fees and expenses incurred in seeking, enforcing or collecting such indemnity and the reasonable fees and expenses of counsel) which may arise out of or in connection with (a) any registration with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or (b) acts performed or omitted, pursuant to the provisions of or in connection with this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or the Custodian or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, and except to the extent that any such liability or expense arises out of information relating to the Depositary or the Custodian, as applicable, furnished in writing to the Company by the Depositary or the Custodian, as applicable, expressly for use in any registration statement, proxy statement, prospectus (or placement memorandum) or preliminary prospectus (or preliminary placement memorandum) relating to the Shares, or omissions from such information, or (ii) by the Company or any of its directors, employees, agents and affiliates. The indemnities contained in the preceding paragraph shall not extend to any liability or expense which arises solely and exclusively out of a Pre-Release (as defined in Section 2.09) of American Depositary Shares in accordance with Section 2.09 and which would not otherwise have arisen had such American Depositary Shares not been the subject of a Pre-Release pursuant to Section 2.09; provided, however, that the indemnities provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had the American Depositary Shares not been the subject of a Pre-Release, or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liab...
Clause type: loans
 All of the Mortgage Loans with a Net Mortgage Rate greater than or equal to 6.50% per annum, plus the Subgroup 2 Fraction of the Stated Principal Balance of any Mortgage Loan with a Net Mortgage Rate greater than 5.50% per annum and less than 6.50% per annum.
Clause type: miscellaneous
(i) This Employment Agreement constitutes the entire understanding and agreement between the parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent written document executed by both parties hereto; (ii) the Company may assign or transfer this Employment Agreement or any right, claim or obligation provided herein, provided however that none of the Employee’s rights under this Agreement are thereby diminished. The obligations of the Employee hereunder shall not be assignable or delegable; (iii) all notices, requests and other communications to any party hereunder shall be given or made in writing and faxed, emailed, mailed (by registered or certified mail) or delivered by hand to the respective party at the address set forth in the caption of this Employment Agreement, the Specific Terms or to such other address (or fax number or email address) as such party may hereafter specify for the purpose of notice to the other party hereto. Each such notice, request or other communication shall be effective (a) if given by fax or email, one (1) business day after such fax is transmitted to the fax number or email address specified herein with confirmation of transmission, (b) if given by mail, four days following deposit in the mail, or (c) if hand delivered, upon delivery; (iv) this Employment Agreement shall be governed by, and construed and enforced in accordance with, the laws of Israel without giving effect to principles of conflicts of law thereof. The parties submit to the exclusive jurisdiction of the competent courts of Tel-Aviv Israel in any dispute related to this Employment Agreement; (v) the parties hereby confirm that this is a personal services contract and that the relationship between the parties hereto shall not be subject to any general or special collective employment agreement or any custom or practice of the Company in respect of any of its other employees or contractors; and (vi) this Employment Agreement includes the terms to be contained in, and constitutes, the written notice to be delivered to the Employee pursuant to the Notice to Employee and Candidate (Employment Terms and Acceptance to Work), 2002.
Clause type: entire
Agreement. Except as otherwise expressly set forth in this Agreement, this Agreement and the other agreements referred to in this Agreement embody the complete agreement and understanding among the parties to this Agreement with respect to the subject matter of this Agreement, and supersede and preempt any prior understandings, agreements, or representations by or among the parties or their predecessors, written or oral, which may have related to the subject matter of this Agreement in any way.
Clause type: interest
 If any sum required to be paid by any party under this Agreement (or any Transaction Document) is not paid when it is due, such amount shall bear interest at the rate of three per cent. per annum over the base lending rate of Barclays Bank Plc from time to time, calculated on a daily basis for the period from the relevant due date for payment up to and including the date of actual payment.
Clause type: investment-company-act
 Neither the Company nor CMI is or upon the issuance and sale of the Securities as herein contemplated will be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").
Clause type: indemnification
(a) Each Lender severally agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Company), from and against such Lender’s Ratable Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent, in its capacity as such, under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as finally determined in a nonappealable judgment of a court of competent jurisdiction. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Ratable Share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Company.
Clause type: taxes
 UPNT has filed all Tax Returns that it is required to file with all governmental agencies, wherever situate, and has paid or accrued for payment all Taxes as shown on such Returns, except for Taxes being contested in good faith. There is no material claim for Taxes that is a Lien against the property of UPNT other than Liens for Taxes not yet due and payable.
Clause type: ownership_of_shares
 SSC is the record and beneficial owner of, and has good and marketable title free and clear of any Encumbrances to the Shares. Upon transfer to Ford of certificates representing the Shares, Ford will be the absolute owner of such Shares free, clear and discharged of and from any Encumbrances.